UNIFLEX INC
10-Q/A, 1996-09-12
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A



            QUARTERLY REPORT PURSUANT TO SECTION 13, OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                  FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1996


                         COMMISSION FILE NUMBER: 1-6339



                                  UNIFLEX, INC.
             (Exact Name of Registrant As Specified In Its Charter)


         DELAWARE                                          11-2008652
(State or other jurisdiction of                            (I.R.S. employer
  incorporation or organization)                           identification no.)


383 WEST JOHN STREET, HICKSVILLE, NEW YORK                    11802
(Address of principal executive offices)                      (Zip code)


Registrant's telephone number, including area code:  516 - 932 - 2000


Indicate by check mark whether the registrant (1) has filed all report  required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during  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:  2,809,584  shares  of the
Company's common stock - $.10 par value - were outstanding as of June 1, 1996.

<PAGE>
                                          PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                          UNIFLEX, INC. AND SUBSIDIARIES
                                       CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                    April 30,           January 31,
                                                                      1996                 1996
                                                                  -------------     -----------------
                                                                           (Unaudited)
ASSETS
<S>                                                                   <C>                   <C>
Current Assets
   Cash and cash equivalents                                          $ 1,236,608           $ 1,196,593
   Accounts receivable                                                  4,248,909             3,364,989
   Inventory                                                            2,626,042             2,699,948
   Prepaid income taxes                                                   468,253               898,610
   Prepaid expenses and other current assets                              643,163               606,943
   Deferred tax asset                                                     296,700               269,900
                                                                      -----------           -----------
     Total Current Assets                                               9,519,675             9,036,983

Property and Equipment                                                  6,406,022             6,427,427
Intangible Assets                                                         188,189               156,404
Other Assets                                                              652,191               661,798
                                                                      -----------            ----------
     Total Assets                                                     $16,766,077           $16,282,612
                                                                      ===========           ===========

LIABILITIES AND STOCKHOLDER'S EQUITY

Current Liabilities
   Current maturities of long-term debt                               $   154,000           $   151,646
   Accounts payable                                                     1,405,581             1,234,487
   Accrued liabilities                                                    808,314               952,018
                                                                      -----------           -----------
     Total Liabilities                                                  2,367,895             2,338,151
                                                                      -----------           -----------

Long-Term Debt                                                          1,530,849             2,169,506
Deferred Compensation and Postretirement Medical Benefits               1,242,953             1,215,124
Deferred rent                                                             129,996               122,496
                                                                      -----------           -----------
     Total Liabilities                                                  5,271,693             5,845,277
                                                                      -----------           -----------

Minority Interest                                                         192,500               192,500
                                                                      -----------           -----------

Stockholders' Equity
   Common stock - par value $.10 per share 10,000,000 shares
     authorized, 2,809,584 shares issued and outstanding                  280,438               266,638
   Additional paid-in capital                                           2,368,272             1,854,723
   Retained earnings                                                    8,701,977             8,179,402
                                                                      -----------           -----------
                                                                       11,350,687            10,300,763
   Less note receivable - stock purchase                                 (48,803)              (55,928)
                                                                      -----------           -----------
     Total Stockholders' Equity                                        11,301,884            10,244,835
                                                                      -----------           -----------

     Total Liabilities and Stockholders' Equity                       $16,766,077           $16,282,612
                                                                      ===========           ===========
</TABLE>


The  consolidated  condensed  balance sheet at January 31, 1996 has been derived
from the audited financial statements at that date.

The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

                                       -1-

<PAGE>
                         UNIFLEX, INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                             Three Months Ended
                                                                                 April 30,
                                                                         ----------------------------

                                                                           1996                  1995
                                                                           ----                  ----
<S>                                                                      <C>                  <C>       
Net sales                                                                $8,554,965           $7,960,409

Cost of sales                                                             5,322,572            5,026,669
                                                                         ----------           ----------

Gross Profit                                                              3,232,393            2,933,740
                                                                         ----------           ----------

Shipping and selling expenses                                             1,558,505            1,486,626
General and administrative expenses                                         736,013              706,665
                                                                         ----------           ----------

                                                                          2,294,518            2,193,291
                                                                         ----------           ----------

Income before other expenses                                                937,875              740,449
                                                                         ----------           ----------

Interest expense - net                                                       66,303              121,820
                                                                         ----------           ----------

Income before provision for income taxes                                    871,572              618,629
                                                                         ----------           ----------


Provision for income taxes:
   Current                                                                  390,500              280,000
   Deferred                                                                (41,500)             (36,000)
                                                                         ----------           ----------

                                                                            349,000              244,000
                                                                         ----------           ----------

Net income                                                               $  522,572           $  374,629
                                                                         ==========           ==========

Earnings per share                                                       $      .18           $      .14
                                                                         --==========         ==========
Weighted average number of common shares and common share
   equivalents outstanding                                               $2,938,333           $2,707,935
                                                                         ==========           ==========
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

                                       -2-

<PAGE>
                         UNIFLEX, INC. AND SUBSIDIARIES
      CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
               FOR THE THREE MONTHS ENDED APRIL 30, 1996 AND 1995
                                   (UNAUDITED)

                                                        COMMON STOCK
                                                 ----------------------------
                                               SHARES                AMOUNT
                                               ------                -------

Balance at February 1, 1995                   2,240,332           $  224,033

Amortization of note receivable                      --                   --

Net income                                           --                   --
                                              ---------           ----------

Balance at April 30, 1995                     2,240,332           $  224,033
                                              =========           ==========

Balance at February 1, 1996                   2,666,384           $  266,638

Exercise of stock options                       138,000               13,800

Tax benefit from exercise of stock
   options                                           --                   --

Amortization of note receivable                      --                   --

Net income                                           --                   --
                                              ---------           ----------

Balance at April 30, 1996                     2,804,384           $  280,438
                                              =========           ==========

<TABLE>
<CAPTION>
                                              Additional
                                              Paid-In             Retained            Note Receivable
                                              Capital             Earnings            Stock Purchase          Total  
                                              --------            ---------     --------------------      -----------
<S>                                           <C>                 <C>                  <C>                <C>

Balance at February 1, 1995                     424,695           $6,720,821           $  (84,428)        $ 7,285,121

Amortization of note receivable                      --                   --                7,125               7,125

Net income                                           --              374,629                   --             374,629
                                              ---------           ----------           ----------         -----------

Balance at April 30, 1995                       424,695           $7,095,450           $  (77,303)        $ 7,666,875
                                              =========           ==========           ==========         ===========

Balance at February 1, 1996                   $1,854,722          $8,179,405           $  (55,928)        $10,244,837

Exercise of stock options                        153,550                  --                   --             167,350

Tax benefit from exercise of stock
   options                                       360,000                  --                   --             360,000

Amortization of note receivable                       --                  --                7,125               7,125

Net income                                            --             522,572                   --             522,572
                                              ----------          ----------           ----------         -----------
Balance at April 30, 1996                     $2,368,272          $8,701,977           $  (48,803)        $11,301,884
                                              ==========          ==========           ===========        ===========
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       -3-

<PAGE>
                         UNIFLEX, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                           INCREASE (DECREASE) IN CASH

<TABLE>
<CAPTION>

                                                                          Three Months Ended
                                                                               April 30,
                                                                -------------------------------------

                                                                  1996                   1995
                                                                  ----                   ----
<S>                                                               <C>                    <C>       
No cash provided by operating activities                          $  734,591             $  259,910

Cash flows from investing activities:
   Purchase of property and equipment                              (176,884)               (279,949)
   Purchase of intangibles                                          (48,739)                (56,261)
                                                                 -----------            -----------

     Net cash used in investing activities                         (225,623)               (336,210)
                                                                 -----------            -----------

Cash flows from financing activities:
   Proceeds from exercise of stock options                           167,350                     --
   Minority interest contribution                                         --                 27,500
   Proceeds from long-term debt                                           --                624,900
   Payment of long-term debt                                        (636,303)               (33,555)
                                                                ------------             ----------
     Net cash (used in) provided by financing activities            (468,953)               618,845
                                                                ------------             ----------

Net increase in cash                                                  40,015                542,545

Cash - beginning of period                                         1,196,593                572,725
                                                                 -----------             ----------

Cash - end of period                                              $1,236,608             $1,070,270
                                                                  ==========             ==========
</TABLE>





The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.

                                       -4-

<PAGE>
                         UNIFLEX, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1.  BASIS OF PRESENTATION:

In  the  opinion  of  management  of the  Company,  the  accompanying  unaudited
consolidated condensed financial statements contain all adjustments  (consisting
of only normal recurring  adjustments) necessary to present fairly the financial
position of the Company as of April 30, 1996 and the results of  operations  and
cash flows for the three  months  ended April 30,  1996 and 1995,  and have been
prepared  pursuant to the rules and  regulations  of the Securities and Exchange
Commission.

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  financial
statements be read in  conjunction  with the audited  financial  statements  and
notes thereto  included in the Company's annual report on Form 10-K for the year
ended January 31, 1996.

The  results of  operations  for the three  months  ended April 30, 1996 are not
necessarily indicative of the operating results for the full year.

NOTE 2.  INVENTORY:

A summary of inventory follows:

                                              April 30,            January 31,
                                                1996                   1996
                                                ----                   ----
                                            (Unaudited)

Raw materials and supplies                   $1,764,339             $1,755,374
Work in process                                 198,670                227,715
Finished products                               663,033                716,859
                                             ----------            -----------

                                             $2,626,042             $2,699,948
                                             ==========             ==========

NOTE 3.  STOCK-BASED COMPENSATION:

In October 1995, the Financial  Accounting  Standards  Board issued SFAS No. 123
"Accounting for Stock-Based  Compensation".  The statement  defines a fair value
based  method of  accounting  for an  employee  stock  option or similar  equity
instrument.  As permitted by the statement,  the Company has elected to continue
to measure cost for its stock-based compensation plans using the intrinsic value
based method of  accounting  prescribed  by APB Opinion No. 25  "Accounting  for
Stock Issued to  Employees".  Accordingly,  beginning with the Form 10-K for the
fiscal year ended  January 31,  1997,  the Company  will be required to make pro
forma  disclosures  of net income and  earnings  per share for the fiscal  years
ended  January 31, 1997 and 1996,  as if the fair market  value based  method of
accounting defined in SFAS No. 123 had been applied.

                                       -5-

<PAGE>
                               S I G N A T U R E S


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf of the
undersigned thereunto duly authorized.




                                          UNIFLEX, INC.
                                          (Registrant)




                                          /S/ HERBERT BARRY
                                          -------------------------------------
                                          Herbert Barry (Chairman Of The Board)




                                          /S/ ROBERT GUGLIOTTA
                                          -------------------------------------
                                          Robert Gugliotta (VP Finance)


Date:  September 12, 1996

                                       -6-



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