SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13, OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1998
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: 4,178,860 shares of the
Company's common stock - $.10 par value - were outstanding as of November 25,
1998.
<PAGE>
UNIFLEX, INC.
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial statements
Consolidated condensed balance sheets -
October 31, 1998 (unaudited) and January 31, 1998 1
Consolidated condensed statements of income (unaudited)-
For the nine months ended October 31, 1998 and 1997 2
For the three months ended October 31, 1998 and 1997 3
Consolidated condensed statements of changes in stockholders' equity
(unaudited) for the nine months ended October 31, 1998 and 1997 4
Consolidated condensed statements of cash flows (unaudited)
for the nine months ended October 31, 1998 and 1997 5
Notes to consolidated condensed financial statements (unaudited) 6 - 8
Item 2. Management's discussion and analysis of financial
condition and results of operations 9 - 10
PART II. OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K 11
SIGNATURES 12
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNIFLEX, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
October 31, January 31,
ASSETS 1998 1998
---- ----
(Unaudited)
Current Assets
<S> <C> <C>
Cash and cash equivalents $ 2,116,587 $ 1,676,749
Accounts receivable 4,874,791 4,577,324
Inventories 4,155,012 4,555,298
Prepaid income taxes 12,400 128,509
Prepaid expenses and other current assets 651,031 653,978
Deferred tax asset 289,400 310,400
--------------- ---------------
Total Current Assets 12,099,221 11,902,258
Property and Equipment 7,327,277 7,028,692
Intangible Assets 2,914,216 2,328,079
Other Assets 906,531 925,681
--------------- ---------------
Total Assets $ 23,247,245 $ 22,184,710
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt $ 964,000 $ 1,023,000
Accounts payable 1,632,225 1,576,683
Accrued liabilities 1,458,100 998,238
--------------- ---------------
Total Current Liabilities 4,054,325 3,597,921
Long-Term Debt 2,643,836 3,955,593
Deferred Compensation and Postretirement Medical Benefits 1,474,242 1,363,252
Deferred rent 137,500 145,000
--------------- ---------------
Total Liabilities 8,309,903 9,061,766
--------------- ---------------
Minority Interest - 290,888
--------------- ---------------
Stockholders' Equity
Common stock - par value $.10 per share
10,000,000 shares authorized, 4,178,560 shares
issued and outstanding 417,856 406,616
Additional paid-in capital 1,351,454 847,175
Retained earnings 13,168,032 11,578,265
--------------- ---------------
Total Stockholders' Equity 14,937,342 12,832,056
--------------- ---------------
Total Liabilities and Stockholders' Equity $ 23,247,245 $ 22,184,710
=============== ===============
</TABLE>
The consolidated condensed balance sheet at January 31, 1998 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>
Nine Months Ended
October 31,
-----------
1998 1997
---- ----
<S> <C> <C>
Net sales $30,274,980 $29,269,865
Cost of sales 19,202,569 18,510,724
----------- -----------
Gross profit 11,072,411 10,759,141
----------- -----------
Shipping and selling expenses 5,466,335 5,450,857
General and administrative expenses 2,823,885 2,759,336
----------- -----------
8,290,220 8,210,193
----------- -----------
Income before other expenses 2,782,191 2,548,948
----------- -----------
Interest expense - net 331,424 336,429
Other expenses - 73,612
----------- -----------
331,424 410,041
----------- -----------
Minority interest in income of consolidated subsidiary - (38,953)
----------- -----------
Income before provision for income taxes 2,450,767 2,099,954
----------- -----------
Provision for income taxes:
Current 811,000 889,700
Deferred 50,000 (102,700)
----------- -----------
861,000 787,000
----------- -----------
Net income $ 1,589,767 $ 1,312,954
=========== ===========
Basic net income per share $ .38 $ .31
=========== ===========
Diluted net income per share $ .38 $ .30
=========== ===========
Average shares outstanding 4,156,668 4,193,347
Dilutive effect of stock options 87,434 184,902
----------- -----------
Average shares outstanding assuming
dilutive effect of stock options 4,244,102 4,378,249
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
2
<PAGE>
UNIFLEX, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
October 31,
-----------
1998 1997
---- ----
<S> <C> <C>
Net sales $10,763,553 $10,526,968
Cost of sales 6,773,807 6,519,956
----------- -----------
Gross profit 3,989,746 4,007,012
----------- -----------
Shipping and selling expenses 1,866,760 1,893,916
General and administrative expenses 1,022,871 895,463
----------- -----------
2,889,631 2,789,379
----------- -----------
Income before other expe 1,100,115 1,217,633
----------- -----------
Interest expense - net 95,709 129,385
Other expenses - 5,000
----------- -----------
95,709 134,385
----------- -----------
Minority interest in income of consolidated subsidiary - (38,953)
----------- -----------
Income before provision for income taxes 1,004,406 1,044,295
----------- -----------
Provision for income taxes:
Current 291,500 384,100
Deferred 39,600 3,500
----------- -----------
331,100 392,600
----------- -----------
Net income $ 673,306 $ 651,695
=========== ===========
Basic net income per share $ .16 $ .16
=========== ===========
Diluted net income per share $ .16 $ .16
=========== ===========
Average shares outstanding 4,178,263 4,052,285
Dilutive effect of stock options 75,409 143,089
----------- -----------
Average shares outstanding assuming
dilutive effect of stock options 4,253,672 4,195,374
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
3
<PAGE>
UNIFLEX, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED OCTOBER 31, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
ADDITIONAL
COMMON STOCK PAID-IN RETAINED NOTE RECEIVABLE
SHARES AMOUNT CAPITAL EARNINGS STOCK PURCHASE TOTAL
<S> <C> <C> <C> <C> <C> <C>
Balance at February 1, 1997 4,289,668 $428,966 $ 2,448,37 $10,096,340 $(27,428) $12,946,257
Exercise of stock options 191,755 19,176 67,953 - - 87,129
Tax benefit from exercise of stock options - - 400,000 - - 400,000
Shares repurchased and retired (415,263) (41,526) (2,069,157) - - (2,110,683)
Amortization of note receivable - - - - 21,375 21,375
Net income - - - 1,312,954 - 1,312,954
----------- --------- ---------- ---------- --------- ----------
Balance at October 31, 1997 4,066,160 $406,616 $ 847,175 $11,409,294 $ (6,053) $12,657,032
=========== ========= ========== ========== ========= ==========
Balance at February 1, 1998 4,066,160 406,616 $ 847,175 $11,578,265 $ - $12,832,056
Exercise of stock options 62,400 6,240 131,279 - - 137,519
Tax benefit from exercise of stock options - - 78,000 - - 78,000
Shares issued - acquisition 50,000 5,000 295,000 - - 300,000
Net income - - - 1,589,767 - 1,589,767
----------- --------- ---------- ---------- --------- ----------
Balance at October 31, 1998 4,178,560 $417,856 $1,351,45 $13,168,032 $ - $14,937,342
=========== ========= ========== ========== ========= ==========
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
4
<PAGE>
UNIFLEX, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
INCREASE (DECREASE) IN CASH
Nine Months Ended
October 31,
-----------
1998 1997
---- ----
Net cash provided by operating activities $ 3,269,146 $ 803,251
----------- ----------
Cash flows from investing activities:
Purchase of property and equipment (915,369) (757,473)
Purchase of intangible assets (104,202) (36,319)
Acquisition of net assets of Merrick
Packaging Specialists, Inc. - (net of
cash acquired) - (664,949)
----------- ----------
Net cash used in investing activities (1,019,571) (1,458,741)
----------- ----------
Cash flows from financing activities:
Proceeds from long-term debt 2,040,000 1,912,000
Payment of long-term debt (3,910,757) (961,262)
Payment for retirement of common stock - (2,110,683)
Proceeds from issuance of common stock 137,519 87,129
Distribution to minority interest (76,499) -
----------- ----------
Net cash used in financing activities (1,809,737) (1,072,816)
----------- ----------
Net increase (decrease) in cash 439,838 (1,728,306)
Cash and cash equivalents - beginning of period 1,676,749 2,114,923
----------- ----------
Cash and cash equivalents - end of period $ 2,116,587 $ 386,617
=========== ==========
The accompanying notes are an integral part of these consolidated condensed
financial statements.
5
<PAGE>
UNIFLEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION:
In the opinion of the 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 October 31, 1998 and the results of operations and
cash flows for the nine months and three months ended October 31, 1998 and 1997,
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, 1998.
The results of operations for the nine months and three months ended October 31,
1998 are not necessarily indicative of the operating results for the full year.
NOTE 2. INVENTORIES:
A summary of inventory follows:
October 31, January 31,
1998 1998
---- ----
(Unaudited)
Raw materials and supplies $2,341,528 $2,928,334
Work in process 152,878 133,008
Finished products 1,660,606 1,493,956
---------- -----------
$4,155,012 $ 4,555,298
========== ===========
NOTE 3. PURCHASE OF MINORITY MEMBER'S INTEREST:
On March 11, 1998, the Company announced an agreement to purchase the minority
interest in Uniflex Southwest, L.L.C. Under the agreement, consummated June 9,
1998, the Company paid $800,000 to acquire the minority interest effective
February 1, 1998. The purchase price was payable as follows:
Cash at closing (paid June 10, 1998) $ 100,000
Notes payable in 48 monthly installments of
$8,333, plus interest at 7% per annum commencing
April 1, 1998 400,000
Issuance of 50,000 shares of common stock 300,000
-------------
$ 800,000
=============
As part of the agreement, the seller may not sell, assign or transfer the common
stock until February 1, 2001.
The minority interest acquired consists of net assets with a book value of
$214,389. The excess of purchase price over assets acquired of $585,611 has been
assigned to goodwill and is being amortized over 40 years.
6
<PAGE>
UNIFLEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3. PURCHASE OF MINORITY MEMBER'S INTEREST (CONTINUED):
Interest expense charged to operations was $22,400 for the nine months ended
October 31, 1998.
NOTE 4. MORTGAGE REFINANCING:
On February 4, 1998, the Company closed on a mortgage loan (the "Mortgage Loan")
which replaced the Company's existing mortgage. Proceeds from the Mortgage Loan
were $2,040,000, of which $1,335,842 was used to pay off the then existing
mortgage. The Mortgage Loan is secured by a first mortgage lien on the Company's
property at 383 West John Street, Hicksville, New York, and is guaranteed by the
Company's subsidiaries. The Mortgage Loan is payable in monthly installments of
$11,334 per month commencing March 4, 1998. Interest is fixed at 7.56% per annum
until February 4, 2008 at which time the rate becomes adjustable at the
Company's option to one of the following rates:
1) Variable at the lenders prime rate
2) Fixed at the lenders fixed rate
3) Variable at LIBOR plus 1.75%
The Mortgage Loan agreement contains various covenants and restrictions relating
to net worth, financial ratios and rentals of the mortgaged property.
Interest expense charged to operations was $115,000 and $91,000 for the nine
months ended October 31, 1998 and 1997, respectively.
NOTE 5. EARNINGS PER SHARE:
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 128, Earnings Per Share. SFAS No. 128
simplifies the standards for computing earnings per share previously found in
APB Opinion No. 15, Earnings Per Share and is effective for financial statements
issued for periods ending after December 15, 1997, including interim periods.
NOTE 6. SUBSEQUENT EVENT:
On November 17, 1998, the Company announced that it had entered into a
non-binding Letter of Intent with respect to the proposed acquisition of all of
the outstanding shares of common stock and all the outstanding stock options of
the Company by an acquisition entity to be formed by CMCO, Inc. ("CARL MARKS")
and its affiliates ("NEWCO"). There can be no assurance that a definitive
agreement will be entered into or that any such transaction will be consummated.
The transaction is subject to a number of conditions, including due diligence,
the execution of a definitive agreement, the availability of financing
arrangements and various regulatory and corporate approvals, including the
approval of the shareholders of the Company. It is expected that the definitive
agreement will be signed on or before February 15, 1999 and the transaction is
anticipated to be consummated in the second quarter of 1999.
7
<PAGE>
UNIFLEX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6. SUBSEQUENT EVENT (CONTINUED):
The transaction would take the form of a statutory merger of the Company with
NEWCO pursuant to which the holders of the Company's issued and outstanding
common stock and stock options (exclusive of the shares of common stock
exchanged or contributed as described below) would be entitled to receive an
aggregate amount of approximately $33 million in cash or $7.57 per share of
common stock and $4.90 per stock option based upon a weighted average exercise
price of $2.67 per share. Prior to consummation of the merger, (i) CARL MARKS
and its affiliates who presently own shares of common stock of the Company,
shall be obligated to exchange or contribute all of their shares of common stock
of the Company for equity capital of NEWCO, and (ii) certain officers, directors
and affiliates of the Company shall exchange or contribute no less than 322,000
shares of common stock of the Company owned by them for equity capital of NEWCO.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS:
NET SALES:
Net sales for the quarter ended October 31, 1998, as compared to the quarter
ended October 31, 1997, increased $237,000, or 2.3%, to $10,764,000 from
$10,527,000. The increase in net sales was due to increased sales in the
Company's paper and paper laminate products.
Net sales for the nine months ended October 31, 1998, as compared to the nine
months ended October 31, 1997, increased $1,005,000, or 3.4%, to $30,275,000
from $29,270,000. The increase in net sales was due to increased sales in the
Company's paper and paper laminate products and increased sales in the Company's
Cycle Plastics division.
Net sales for the quarter ended October 31, 1998 as compared to the immediately
preceding quarter ended July 31, 1998, increased $1,007,000, or 10.3%, to
$10,764,000 from $9,757,000.
The Company's backlog at October 31, 1998 was $5,853,000 compared to $4,975,000
at October 31, 1997, an increase of $878,000, or 17.7%.
COST OF SALES AND EXPENSES:
Cost of sales for the quarter ended October 31, 1998, as compared to the quarter
ended October 31, 1997, increased $254,000, or 3.9%, to $6,774,000 from
$6,520,000. Cost of sales as a percentage of net sales for the quarter ended
October 31, 1998, as compared to the same quarter in the prior fiscal year,
increased to 62.9% from 61.9%. This percentage increase was attributed to an
increase in direct labor costs for the manufacture of the Company's products and
a change in the Company's product mix.
Cost of sales for the nine months ended October 31, 1998, as compared to the
nine months ended October 31, 1997, increased $692,000, or 3.7%, to $19,203,000
from $18,511,000. Cost of sales as a percentage of net sales for the nine months
ended October 31, 1998, as compared to the same period in the prior fiscal year,
increased to 63.4% from 63.2%. This percentage increase was not material.
Shipping, Selling, General and Administrative expenses for the quarter ended
October 31, 1998, compared to the quarter ended October 31, 1997, increased,
$101,000, or 3.6%, from $2,789,000 to $2,890,000. This increase was primarily
attributable to the increase in net sales.
Shipping, Selling, General and Administrative expenses for the nine months ended
October 31, 1998, as compared to the same period in the prior fiscal year,
increased $80,000 or 1.0%, from $8,210,000 to $8,290,000. This increase was not
material.
INTEREST EXPENSE:
Interest expense for the quarter ended October 31, 1998, as compared to the
quarter ended October 31, 1997, decreased $34,000, or 26.0%, to $96,000 from
$130,000. Interest expense for the nine months ended October 31, 1998, as
compared to the nine months ended October 31, 1997, decreased $5,000, or 1.5%,
to $331,000 from $336,000.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS:
NET INCOME:
Net income for the quarter ended October 31, 1998 was $673,000, or $.16 per
share fully diluted, as compared to $652,000, or $.16 per share fully diluted,
for the quarter ended October 31, 1997.
Net income for the nine months ended October 31, 1998 was $1,590,000, or $.38
per share fully diluted, as compared to $1,313,000, or $.30 per share fully
diluted, for the nine months ended October 31, 1997.
WORKING CAPITAL AND LIQUIDITY:
Working capital increased 4.2% to $8,045,000 at October 31, 1998, from
$7,723,000 at July 31, 1998. Working capital increased 3.5% to $8,045,000 from
$7,772,000 at October 31, 1997. The Company believes it has sufficient working
capital and unused lines of credit to meet its expected liquidity and capital
reserve requirements for the foreseeable future. The Company does not have any
commitments for significant and unusual capital expenditures for the immediate
future.
On November 17, 1998, the Company announced that it had entered into a
non-binding Letter of Intent with respect to the proposed acquisition of all of
the outstanding shares of common stock and all the outstanding stock options of
the Company by an acquisition entity to be formed by CMCO, Inc. ("CARL MARKS")
and its affiliates ("NEWCO"). There can be no assurance that a definitive
agreement will be entered into or that any such transaction will be consummated.
The transaction is subject to a number of conditions, including due diligence,
the execution of a definitive agreement, the availability of financing
arrangements and various regulatory and corporate approvals, including the
approval of the shareholders of the Company. It is expected that the definitive
agreement will be signed on or before February 15, 1999 and the transaction is
anticipated to be consummated in the second quarter of 1999.
The transaction would take the form of a statutory merger of the Company with
NEWCO pursuant to which the holders of the Company's issued and outstanding
common stock and stock options (exclusive of the shares of common stock
exchanged or contributed as described below) would be entitled to receive an
aggregate amount of approximately $33 million in cash or $7.57 per share of
common stock and $4.90 per stock option based upon a weighted average exercise
price of $2.67 per share. Prior to consummation of the merger, (i) CARL MARKS
and its affiliates who presently own shares of common stock of the Company,
shall be obligated to exchange or contribute all of their shares of common stock
of the Company for equity capital of NEWCO, and (ii) certain officers, directors
and affiliates of the Company shall exchange or contribute no less than 322,000
shares of common stock of the Company owned by them for equity capital of NEWCO.
YEAR 2000 PROGRAM:
Many computer systems experience difficulty processing dates beyond the Year
1999 and, as such, some computer hardware and software will need to be modified
prior to the Year 2000 to remain functional. The Company's core internal systems
that have been recently implemented are Year 2000 compliant. The remaining core
internal systems are scheduled to be replaced by the third quarter of 1999 and
will be Year 2000 compliant when installed.
The Company is also completing a preliminary assessment of Year 2000 issues not
related to its core systems, including issues surrounding systems that interface
with external third parties. Based on its initial evaluation, the Company does
not believe that the cost of remedial actions will have a material adverse
effect on the Company's results of operations and financial condition. There can
be no assurance, however, that there will not be a delay in, or increased costs
associated with, the implementation of changes as the program progresses, and
failure to
10
<PAGE>
implement such changes could have an adverse effect on future results of
operations.
11
<PAGE>
PART II - OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 27; Financial Data Schedule
(b) Reports on Form 8-K:
The Company filed no reports on Form 8-K during the quarter ended
October 31, 1998.
12
<PAGE>
S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
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: December 14, 1998
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Form 10-Q for the quarter ended October 31, 1998 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> OCT-31-1998
<CASH> 2,116,587
<SECURITIES> 0
<RECEIVABLES> 5,018,134
<ALLOWANCES> 143,343
<INVENTORY> 4,155,012
<CURRENT-ASSETS> 12,099,221
<PP&E> 7,327,277
<DEPRECIATION> 9,689,507
<TOTAL-ASSETS> 23,247,245
<CURRENT-LIABILITIES> 4,054,325
<BONDS> 0
0
0
<COMMON> 417,856
<OTHER-SE> 14,519,486
<TOTAL-LIABILITY-AND-EQUITY> 23,247,245
<SALES> 30,274,980
<TOTAL-REVENUES> 30,274,980
<CGS> 19,202,569
<TOTAL-COSTS> 27,492,789
<OTHER-EXPENSES> 331,424
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 331,424
<INCOME-PRETAX> 2,450,767
<INCOME-TAX> 861,000
<INCOME-CONTINUING> 1,589,767
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,589,767
<EPS-PRIMARY> .38
<EPS-DILUTED> .38
</TABLE>
