<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1996
-------------------------------------
Commission File Number 0-25428
----------------------
MEADOW VALLEY CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of registrant as specified in its charter)
NEVADA 88-0328443
- --------------------------------------------------------------------------------
(State or other Jurisdiction of (I.R.S.Employer Identification Number)
incorporation or organization)
4411 South 40th Street, Suite D-11, Phoenix, AZ 85040
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(602) 437-5400
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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
--------- ---------
Number of shares outstanding of the issuer's common stock:
Class Outstanding at November 4, 1996
----- -------------------------------
Common Stock, $.001 par value 3,601,250 shares
<PAGE>
MEADOW VALLEY CORPORATION
INDEX
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
Number
-----
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Statements of Operations -
Nine Months Ended September 30, 1996 and September 30, 1995 3
Condensed Consolidated Statements of Operations -
Three Months Ended September 30, 1996 and
September 30, 1995 4
Condensed Consolidated Balance Sheets -
As of September 30, 1996 and December 31, 1995 5
Condensed Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1996 and
September 30, 1995 6
Notes to Condensed Consolidated Financial Statements 7- 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 9-12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
2
<PAGE>
MEADOW VALLEY CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------------
1996 1995
----------------------------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Contract Revenues....................... $ 98,670,783 $66,164,437
Cost of Contract Revenues............... 95,848,306 63,408,858
----------------------------------
Gross Profit............................ 2,822,477 2,755,579
General and Administrative Expenses..... 2,095,156 1,188,910
----------------------------------
Income from Operations.................. 727,321 1,566,669
----------------------------------
Other Income (Expense):
Interest income......................... 492,200 312,226
Interest expense - related party........ (433,434) (907,687)
Other income............................ 70,926 16,703
Offering costs.......................... - (173,000)
----------------------------------
129,692 (751,758)
----------------------------------
Income before income taxes.............. 857,013 814,911
Income taxes............................ 317,095 298,257
----------------------------------
Net Income.............................. $ 539,918 $ 516,654
==================================
Net Income per share.................... $ .15 $ .44
==================================
Weighted Average Common Shares
Outstanding............................ 3,601,250 1,175,000
==================================
</TABLE>
3
<PAGE>
MEADOW VALLEY CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
----------------------------------
1996 1995
----------------------------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Contract Revenues....................... $ 37,604,862 $ 27,109,870
Cost of Contract Revenues............... 36,243,175 25,838,503
----------------------------------
Gross Profit............................ 1,361,687 1,271,367
General and Administrative Expenses..... 817,833 441,644
----------------------------------
Income from Operations.................. 543,854 829,723
----------------------------------
Other Income (Expense):
Interest income......................... 180,953 80,674
Interest expense - related party........ (167,590) (304,473)
Other income............................ 28,921 24,982
----------------------------------
42,284 (198,817)
----------------------------------
Income before income taxes.............. 586,138 630,906
Income tax expense...................... 216,872 230,175
----------------------------------
Net Income.............................. $ 369,266 $ 400,731
==================================
Net Income per share.................... $ .10 $ .34
==================================
Weighted Average Common Shares
Outstanding............................ 3,601,250 1,175,000
==================================
</TABLE>
4
<PAGE>
MEADOW VALLEY CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, December 31,
1996 1995 *
--------------- ---------------
<S> <C> <C>
Assets: (UNAUDITED)
Current Assets:
Cash and cash equivalents.......... $ 2,715,674 $ 5,357,904
Restricted cash.................... 1,888,028 2,629,549
Accounts receivable................ 25,147,353 13,710,390
Prepaid expenses and other......... 525,750 67,000
Note receivable - related party.... 257,575 257,575
Note receivable - other............ 1,818 -
Costs and estimated earnings in
excess of billings on
uncompleted contracts........... 4,354,018 2,721,178
--------------- ---------------
Total Current Assets........ 34,890,216 24,743,596
Property and equipment, net............. 4,544,776 1,997,438
Refundable deposits..................... 598,735 48,989
Note receivable - other................. 211,080 -
Goodwill, net........................... 1,840,858 1,900,880
Tradename, net.......................... 27,398 -
Real Estate............................. - 218,883
--------------- ---------------
Total Assets................ $42,113,063 $28,909,786
=============== ===============
Liabilities and Stockholders' Equity:
Current Liabilities:
Obligation under capital lease..... $ 105,887 $ 70,504
Notes payable - other.............. 241,432 -
Accounts payable................... 20,217,530 10,985,454
Accrued liabilities................ 1,872,555 1,040,422
Billings in excess of costs and
estimated earnings on
uncompleted contracts......... 2,578,608 718,794
Income tax payable................. - 609,315
--------------- ---------------
Total Current Liabilities... 25,016,012 13,424,489
Deferred income taxes................... 34,245 34,245
Obligation under capital lease.......... 228,953 189,055
Notes payable - other................... 1,031,938 -
Note payable - related party............ 3,500,000 3,500,000
--------------- ---------------
Total Liabilities........... 29,811,148 17,147,789
--------------- ---------------
Stockholders' Equity:
Preferred stock - $.001 par value;
1,000,000 shares authorized,
none issued and outstanding..... - -
Common stock - $.001 par value;
15,000,000 shares authorized,
3,601,250 issued and outstanding.. 3,601 3,601
Additional paid-in capital......... 10,943,569 10,943,569
Capital adjustment................. (799,147) (799,147)
Retained earnings.................. 2,153,892 1,613,974
--------------- ---------------
Total Stockholders' Equity.. 12,301,915 11,761,997
--------------- ---------------
Total Liabilities and
Stockholders' Equity....... $42,113,063 $28,909,786
============== ================
* Derived from audited financial statements
</TABLE>
5
<PAGE>
MEADOW VALLEY CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------------
1996 1995
-------------- ---------------
Increase (Decrease) in Cash and Cash (UNAUDITED) (UNAUDITED)
Equivalents:
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers........ $ 87,478,931 $ 59,753,153
Cash paid to suppliers and
employees.......................... (88,660,031) (59,047,487)
Interest received................... 509,129 302,183
Interest paid....................... (145,991) (1,138,689)
Income taxes paid................... (907,212) (340,298)
-------------- ---------------
Net cash used in operating
activities.................... (1,725,174) (471,138)
-------------- ---------------
Cash flows from investing activities:
Decrease (increase) in restricted
cash............................... 741,522 (1,056,533)
Purchase of AKR Contracting
tradename.......................... (36,531) -
Collection of notes receivable -
related party...................... - 600,000
Collection of note receivable -
other.............................. 435 -
Proceeds from sale of property and
equipment.......................... 97,008 67,601
Proceeds from sale of rental real
estate............................. 16,866 -
Purchase of property and equipment.. (1,592,809) (470,386)
-------------- ---------------
Net cash used in investing
activities.................... (773,509) (859,318)
-------------- ---------------
Cash flows from financing activities:
Deferred offering costs............. - (355,466)
Repayment of capital lease
obligation......................... (73,460) (20,299)
Repayment of notes payable - other.. (70,087) -
-------------- ---------------
Net cash used in financing (143,547) (375,765)
-------------- ---------------
Net decrease in cash and cash
equivalents............................. (2,642,230) (1,706,221)
Cash and cash equivalents at beginning
of period............................... 5,357,904 4,739,424
-------------- ---------------
Cash and cash equivalents at end of
period.................................. $ 2,715,674 $ 3,033,203
============== ===============
</TABLE>
6
<PAGE>
MEADOW VALLEY CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of Corporation
Meadow Valley Corporation (the "Company") operates primarily as the holding
company of Meadow Valley Contractors, Inc. (MCV), a general contractor,
primarily engaged in the construction of structural concrete highway bridges
and overpasses and the paving of highways and airport runways. The Company
acquired all of the outstanding common stock of MVC effective October 1,
1994.
2. Presentation of Interim Information
The amounts included in this report are unaudited; however, in the opinion
of management, all adjustments necessary for a fair statement of results for
the stated periods have been included. These adjustments are of a normal
recurring nature. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. It is
suggested that these condensed consolidated financial statements be read in
conjunction with the audited financial statements and notes thereto included
in the Company's Annual Form 10-K under the Securities Exchange Act of 1934
as filed with the Securities and Exchange Commission. The results of
operations for the nine months ended September 30, 1996 are not necessarily
indicative of operating results for the entire year.
3. Note Receivable-other
Following is a summary of note receivable-other at September 30, 1996
8% note receivable, 84 monthly payments
in the amount of $1,565.36 commencing July 19,
1996, balloon payment in the amount of $197,282
due June 19, 2003, collateralized by real estate........ $212,898
Less: current portion.................................. 1,818
--------
$211,080
========
4. Notes Payable-other
Following is a summary of notes payable-other at September 30, 1996
9.33% note payable, first six consecutive payments
interest only commencing September 15, 1996,
remaining 78 months principle and interest payments
of $7,227.38, due in full August 15, 2003............... $420,000
Less: current portion................................... 28,388
--------
$391,612
========
Following are maturities of long-term debt for each of the next 5 years:
1997............................ $ 28,388
1998............................ 52,394
1999............................ 57,497
2000............................ 63,097
2001............................ 69,242
Subsequent to 2001.............. 149,382
-------
$420,000
========
7
<PAGE>
MEADOW VALLEY CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. Line of Credit
At September 30, 1996 the Company had available from a commercial bank a
$2,000,000 operating line of credit ("line of credit") at an interest rate
of the commercial bank's prime plus .50%, and a $2,000,000 line of credit at
an interest rate of the commercial bank's prime plus .25%. At September 30,
1996, both lines of credit were paid in full. Under the line of credit, the
Company is required to maintain certain levels of working capital, to
promptly pay all it obligations and not to convey, sell or lease all or
substantially all of its assets. The Company was in full compliance with all
such covenants at September 30, 1996. The line of credit expires August 15,
1997.
6. Commitments
During September 1996, the Company entered into an operating equipment lease
agreement. The terms of the lease agreement provides for 120 monthly
payments in the amount of $19,079 commencing October 1996.
Following are the future minimum lease payments for the next 5 years:
1997......................... $ 228,948
1998......................... 228,948
1999......................... 228,948
2000......................... 228,948
2001......................... 228,948
Subsequent to 2001........... 1,144,740
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company is a heavy construction contractor specializing since 1980 in
structural concrete construction of highway bridges and overpasses and the
paving of highways and airport runways. The Company generally serves as the
prime contractor for public sector customers (such as federal, state and local
governmental authorities) in the states of Nevada, Arizona, Utah and New Mexico.
The Company believes that specializing in structural concrete construction has
contributed significantly to its revenue growth and provides it with an
advantage in the competitive bidding process.
The Company has historically relied upon a small number of projects to
generate a significant portion of its revenue. For instance, revenue generated
from five projects represented 62% of the Company's revenue for the three months
ended September 30, 1996. Results for any one calendar quarter may fluctuate
widely depending upon the stage of completion of the Company's active projects
and backlog at the beginning of any one calendar quarter. At September 30, 1996
the Company had backlog of approximately $138 million.
RESULTS OF OPERATIONS
The following table sets forth, for the nine months and the three months
ended September 30, 1996 and 1995, certain items derived from the Company's
Condensed Consolidated Statements of Operations expressed as a percentage of
contract revenue.
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- --------------------
1996 1995 1996 1995
-------- -------- -------- -------
<S> <C> <C> <C> <C>
Contract revenue 100.0% 100.0% 100.0% 100.0%
Gross profit 2.9 4.2 3.6 4.7
General and
administrative expense 2.1 1.8 2.2 1.6
Interest income .5 .5 .5 .3
Interest expense .4 1.4 .4 1.1
Income before
income taxes .9 1.2 1.6 2.3
Net income after
income taxes .5 .8 1.0 1.5
</TABLE>
NINE MONTHS ENDED SEPTEMBER, 1996 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1995
Revenue and Backlog. Revenue increased 49% to $98.7 million for the nine
months ended September 30, 1996 ("interim 1996") from $66.2 million for the nine
months ended September 30, 1995 ("interim 1995"). The increase results from a
$30.0 million increase in backlog at December 31, 1995 from the prior year and
the award of approximately $100 million of projects during interim 1996 compared
to approximately $58 million during interim 1995. Backlog increased 38% to
approximately $138 million at September 30, 1996, from approximately $100
million at September 30, 1995. Revenue is impacted in any one period by the
backlog at the beginning of the period.
9
<PAGE>
Gross Profit. As a percentage of revenue, gross profit decreased from 4.2%
for interim 1995 to 2.9% for interim 1996. The decrease results primarily from
cost overruns attributable to (i) omission of costs from bid estimates (ii)
erratic weather conditions that delayed the completion of a project (iii)
difficulty in assembling an adequately skilled labor force due to the physical
location of a construction site (iv) erroneous assumptions at bid time regarding
the Company's construction productivity (v) cost related plan or specification
errors and (vii) inadequate field and corporate supervision, offset by a 2.2%
increase in gross profit margins due to the settlement of a claim which is
related to a project completed during 1995. The Company is requesting
additional compensation for costs incurred related to plan or specification
errors based upon the Company's contractual right. Gross profit margins are
affected by construction delays and difficulties due to weather conditions,
availability of materials, the timing of work performed by other subcontractors
and the physical and geological condition of the construction site.
General and Administrative. General and administrative expenses increased
from $1,188,910 for interim 1995 to $2,095,156 for interim 1996. The increase
results primarily from the 49% growth in revenue and the Company's expansion in
the Utah market, the private construction market, the sand and gravel market,
the precast concrete market and the ready-mix concrete market.
Interest Income and Expense. Interest income increased for interim 1996 to
$492,200 from $312,226 for interim 1995 due to invested proceeds from the
initial public offering and increased amounts being held in retention during
interim 1996. Interest expense decreased for interim 1996 to $433,434 due to
the repayment of $6.5 million of loans issued in connection with the MVC
acquisition.
Net Income After Income Taxes. Net income after income taxes increased
from $516,654 for interim 1995 to $536,918 for interim 1996. The increase
primarily resulted from interest income and expense offset by a lower gross
profit margin discussed above.
THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1995
Revenue and Backlog. Revenue increased 39% to $37.6 million for the three
months ended September 30, 1996 ("interim 1996") from $27.1 million for the
three months ended September 30, 1995 ("interim 1995"). The increase results
from a $30.0 million increase in backlog at December 31, 1995 from the prior
year and continued growth in backlog during interim 1996 . Backlog increased
38% to approximately $138 million at September 30, 1996, from approximately $100
million at September 30, 1995. Revenue is impacted in any one period by the
backlog at the beginning of the period.
Gross Profit. As a percentage of revenue, gross profit decreased from 4.7%
for interim 1995 to 3.6 for interim 1996. The decrease results primarily from
cost overruns attributable to two projects that were completed or substantially
completed during interim 1996. The cost overruns were the result of cost
related plan or specification errors, omission of costs from bid estimates and
inadequate field and corporate supervision.
General and Administrative. General and administrative expenses increased
from $441,644 for interim 1995 to $817,833 for interim 1996. The increase
results primarily from the 39% growth in revenue and the Company's expansion in
the Utah market, the private construction market, the sand and gravel market,
the precast concrete market and the ready-mix concrete market.
Interest Income and Expense. Interest income increased for interim 1996 to
$180,953 from $80,674 for interim 1995 due to invested proceeds from the initial
public offering and increased amounts held in retention. Interest expense
decreased for interim 1996 to $167,590 due to the repayment of $6.5 million of
loans issued in connection with the MVC acquisition.
Net Income After Income Taxes. Net income after income taxes decreased
from $400,731 for interim 1995 to $369,266 for interim 1996. The decrease
primarily resulted from a lower gross profit margin discussed above together
with the increase in general and administrative expense.
10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary need for capital has been to finance expansion and
capital expenditures. Historically, the Company's primary source of cash has
been from operations. Revenue growth has required additional capital to finance
expanded receivables, retentions and capital expenditures and address
fluctuations in the work-in-process billing cycle, wherein costs and estimated
earnings on contracts in progress have exceeded billing.
The following table sets forth for the nine months ended September 30, 1996
and 1995, certain items from the condensed consolidated statements of cash
flows.
Nine months ended
September 30,
-------------------------
1996 1995
------------ ----------
Cash Flows Used in Operating Activities $(1,725,174) $(471,138)
Cash Flows Used in Investing Activities (773,509) (859,318)
Cash Flows Used in Financing Activities (143,547) (375,765)
Although the Company expects increased profitability as operations improve,
cash may be reduced to finance receivables and for customer cash retention
required under contract subject to completion. In general, cash flows from
projects are negative until a project is approximately 15% complete, then become
positive during the middle approximately 70% of the project, and again become
negative during the final approximately 15% of the project. Management
continually monitors the Company's cash requirements to maintain adequate cash
reserves, and the Company believes that its cash balances were and are
sufficient.
Accounts receivable and net costs in excess of billings ("billings") at
September 30, 1996, were approximately $26.9 million versus $16.6 million at
September 30, 1995 an increase of 62%. Revenues for the same period increased
49%. The outstanding accounts receivable and billings have increased primarily
due to the growth in revenue and increased cash retention required under
contract subject to completion of the project. The Company contracts primarily
with public sector customers, which it believes significantly reduces exposure
to conventional bad debts. Accordingly, based on the Company's history of no
material delays in the collection of accounts receivable, no allowance was
established for potentially uncollectible accounts at September 30, 1996.
Cash used by investing activities during interim 1996 was approximately
$800,000, and included the release of retentions held in a restricted cash
account of approximately $700,000, offset by $1,600,000 in property and
equipment purchases. During interim 1995 cash used in investing activities
included an increase in restricted cash of approximately $1,000,000 and $470,000
in equipment purchase offset by the collection of related party notes receivable
of approximately $600,000.
Cash used in financing activities during interim 1996 included
approximately $73,000 repayment of capital lease obligations and $70,000
repayment of notes payable - other. During interim 1995 cash used in financing
activities include deferred offering costs of approximately $355,000.
The Company currently has available from a commercial bank a $2,000,000
operating line of credit ("line of credit") at an interest rate of the
commercial bank's prime plus .50%, and a $2,000,000 line of credit at an
interest rate of the commercial bank's prime plus .25%. At September 30, 1996,
both lines of credit were paid in full. Under the line of credit, the Company
is required to maintain certain levels of working capital, to promptly pay all
it obligations and not to convey, sell or lease all or substantially all of its
assets. The Company was in full compliance with all such covenants and there
are no material covenants or restrictions in the line of credit which the
company believes would impair it operations. The line of credit expires August
15, 1997.
The Company anticipates incurring total costs related to the ready-mix
operations of approximately $7,200,000, which include the acquisition of land,
equipment and batch plant. The batch plant and its related equipment in the
amount of approximately $6,000,000 will be financed primarily through operating
leases. The land totaling approximately
11
<PAGE>
$1,200,000 will be financed through bank notes and/or other financial
instruments, which includes $132,000 of capital expenditures incurred and
$420,000 financed during interim 1996.
The Company anticipates incurring total costs of approximately $600,000,
which includes $180,000 of capital expenditures incurred during interim 1996,
for the acquisition of equipment and construction of a precast manufacturing
facility. The facility and its related equipment will be financed with the
proceeds of the IPO.
Management believes that the Company's cash reserves are sufficient to fund
its cash requirements for the next 12 months and that the Company's current
working capital combined with the remaining net proceeds of the IPO and other
available financial sources will be adequate to fund its short term and long
term requirements.
12
<PAGE>
PART 11. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the
three months ended September 30, 1996.
13
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act as of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEADOW VALLEY CORPORATION
(Registrant)
By ____________________________
Kenneth D. Nelson
Chief Financial Officer
By ____________________________
Julie L. Bergo
Principal Accounting Officer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> SEP-30-1996 SEP-30-1995
<CASH> 4,603,702 0
<SECURITIES> 0 0
<RECEIVABLES> 30,286,514 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 34,890,216 0
<PP&E> 5,318,393 0
<DEPRECIATION> 773,617 0
<TOTAL-ASSETS> 42,113,063 0
<CURRENT-LIABILITIES> 25,016,012 0
<BONDS> 4,760,891 0
0 0
0 0
<COMMON> 3,601 0
<OTHER-SE> 12,298,314 0
<TOTAL-LIABILITY-AND-EQUITY> 42,113,063 0
<SALES> 98,670,783 66,164,437
<TOTAL-REVENUES> 98,670,783 66,164,437
<CGS> 95,848,306 63,408,858
<TOTAL-COSTS> 95,848,306 63,408,858
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 433,434 907,687
<INCOME-PRETAX> 857,013 814,911
<INCOME-TAX> 317,095 298,257
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 539,918 516,654
<EPS-PRIMARY> .15 .44
<EPS-DILUTED> 0 0
</TABLE>
