SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
----------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to __________________________
Commission file number 0-11876
Uniforce Services, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 13-1996648
- ------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
415 Crossways Park Drive, Woodbury, NY 11797
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 437-3300
--------------
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 / /.
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practical date. 3,038,543 (as of August 8, 1997).
<PAGE>
UNIFORCE SERVICES, INC.
INDEX
-----
Page No.
--------
Part I - Financial Information:
- -------------------------------
Item 1. Consolidated Condensed Financial Statements
Consolidated condensed statements of earnings -
three months and six months ended June 30, 1997
and 1996 (unaudited) 1
Consolidated condensed balance sheets -
June 30, 1997 (unaudited) and December
31, 1996 2
Consolidated condensed statements of cash flows -
six months ended June 30, 1997 and 1996
(unaudited) 3
Notes to consolidated condensed financial
statements (unaudited) 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
Part II - Other Information:
- ----------------------------
Item 1. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 12
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
UNIFORCE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales of supplemental
staffing services $42,943,735 $32,113,435 $82,533,840 $62,876,763
Service revenues and fees 2,014,095 1,932,960 3,629,010 3,648,965
----------- ----------- ----------- ------------
Total revenues 44,957,830 34,046,395 86,162,850 66,525,728
----------- ----------- ----------- ------------
Costs and expenses:
Cost of supplemental
staffing services 34,120,832 24,922,410 65,672,910 49,035,777
Licensees' share of gross
margin 2,222,708 1,900,934 4,328,115 3,711,309
General and administrative 5,679,169 4,838,423 11,069,089 9,689,771
Depreciation & amortization 299,660 261,197 594,214 472,981
----------- ----------- ----------- ------------
Total costs and expenses 42,322,369 31,922,964 81,664,328 62,909,838
----------- ----------- ----------- ------------
Earnings from operations 2,635,461 2,123,431 4,498,522 3,615,890
Other income (expense):
Interest - net (623,839) (536,629) (1,156,930) (972,216)
Other - net (14,886) 15,740 (9,893) 17,696
----------- ----------- ----------- ------------
Earnings before provision
for income taxes 1,996,736 1,602,542 3,331,699 2,661,370
Provision for income taxes 758,000 609,000 1,265,000 1,011,000
----------- ----------- ----------- ------------
NET EARNINGS $ 1,238,736 $ 993,542 $ 2,066,699 $ 1,650,370
=========== =========== =========== ============
Weighted average number
of shares outstanding 3,198,303 3,242,548 3,199,480 3,297,943
NET EARNINGS PER SHARE $ .39 $ .31 $ .65 $ .50
=========== =========== =========== ============
</TABLE>
See accompanying notes to consolidated condensed financial statements.
1
<PAGE>
UNIFORCE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
------------- -----------------
(Unaudited)
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 4,696,682 $ 5,283,422
Accounts receivable - net 20,805,337 17,224,885
Funding and service fees
receivable - net 24,150,613 18,759,814
Prepaid expenses and other
current assets 721,103 1,798,020
Deferred income taxes 201,149 201,149
----------- -----------
Total current assets 50,574,884 43,267,290
----------- -----------
Fixed assets - net 4,269,213 3,775,661
Deferred costs and other assets - net 1,310,963 1,538,189
Cost in excess of fair value of net
assets acquired 6,210,872 6,388,240
----------- -----------
$62,365,932 $54,969,380
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Loan payable $ 2,000,000 $ 1,000,000
Payroll and related taxes payable 6,885,018 6,372,319
Payable to licensees and clients 1,435,655 1,484,238
Income taxes payable 94,115 --
Accrued expenses and
other liabilities 5,845,332 5,408,070
----------- -----------
Total current liabilities 16,260,120 14,264,627
----------- -----------
Loan payable - non-current 29,250,000 25,750,000
Capital lease obligation - non-current 630,498 732,658
Stockholders' equity:
Common stock $.01 par value 51,178 51,098
Additional paid-in capital 8,943,580 8,825,128
Retained earnings 29,181,150 27,296,463
----------- -----------
38,175,908 36,172,689
Treasury stock, at cost, 2,084,245
shares in 1997 and 1996 (21,950,594) (21,950,594)
----------- -----------
Total stockholders' equity 16,225,314 14,222,095
----------- -----------
$62,365,932 $54,969,380
=========== ===========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
2
<PAGE>
UNIFORCE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
1997 1996
------------- --------
Cash flows from operating activities:
<S> <C> <C>
Net earnings $ 2,066,699 $ 1,650,370
Adjustments to reconcile net
earnings to net cash (used)
by operating activities:
Depreciation and amortization 594,214 472,981
(Increase) in receivables
and prepaid expenses (7,894,334) (1,686,800)
Stock option compensation expense 9,000 9,000
Increase (decrease) in liabilities 1,097,653 (1,652,027)
----------- -----------
Net cash (used) by operating
activities (4,126,768) (1,206,476)
----------- -----------
Cash flows from investing activities:
Purchases of fixed assets (822,862) (516,602)
(Increase) decrease in deferred costs
and other assets 37,530 (443,671)
Net assets acquired from Montare -- (4,618,037)
----------- -----------
Net cash (used) by investing activities (785,332) (5,578,310)
----------- -----------
Cash flows from financing activities:
Principal payments on capital lease
obligations (102,160) (148,397)
Increase in loan payable 4,500,000 16,041,700
Cash dividends paid (182,012) (182,079)
Purchase of treasury stock -- (14,280,863)
Proceeds from issuance of
common stock 109,532 954,341
----------- -----------
Net cash provided by financing
activities 4,325,360 2,384,702
----------- -----------
Net (decrease) in cash and cash
equivalents (586,740) (4,400,084)
Cash and cash equivalents at
beginning of period 5,283,422 6,444,859
----------- -----------
Cash and cash equivalents at
end of period $ 4,696,682 $ 2,044,775
=========== ===========
Supplemental disclosures:
Cash paid for:
Interest $ 1,011,459 $ 902,105
----------- -----------
Income taxes $ 984,840 $ 1,019,962
----------- -----------
</TABLE>
Non-cash financing activities:
During 1996, the Company entered into capital leases in the amount of $551,405.
See accompanying notes to consolidated condensed financial statements.
3
<PAGE>
UNIFORCE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Principles of consolidation
The consolidated financial statements include the accounts of
Uniforce Services, Inc. and its wholly-owned subsidiaries (the "Company"). All
significant intercompany accounts and transactions have been eliminated in
consolidation.
2. Consolidated condensed financial statements
The consolidated condensed financial statements, as shown in
the accompanying index, have been prepared by the Company without audit. In the
opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and cash flows at June 30, 1997, and for all periods presented have
been made.
Certain information and footnote disclosures, normally
included in financial statements prepared in accordance with generally accepted
accounting principles, have been condensed, reclassified or omitted. It is
suggested that these be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's December 31, 1996
financial statements. The results of operations for the periods ended June 30,
1997 are not necessarily indicative of the operating results which may be
achieved for the full year.
Tax accruals have been made based on estimated effective
annual tax rates for the periods presented.
3. Litigation Settlement
In April 1994, various insurance carriers and their
not-for-profit trade association filed an action against the Company, its
officers and various other parties; in May 1996, the Plaintiffs filed their
Third Amended Complaint. The Plaintiffs alleged breach of contract and tort
causes of action for underpayment of premiums. The Company denied liability and
asserted substantial claims in opposition to the Plaintiffs' claims.
Additionally the Company and its subsidiaries filed suit against various prior
workers' compensation carriers alleging claims mismanagement. In July 1997, both
matters were settled. The terms of the settlement are confidential by agreement.
The settlement will not have a material effect on the Company's financial
condition or operating results.
4
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Total revenues increased by $10,911,435, or 32.0%, from
$34,046,395 in the second quarter of 1996 to $44,957,830 in the second quarter
of 1997. For the first six months, total revenues increased by $19,637,122 or
29.5% from $66,525,728 in 1996 to $86,162,850 in 1997.
Sales of supplemental staffing services increased by
$10,830,300 and $19,657,077, respectively, for the second quarter and first six
months of 1997 as compared to 1996. Sales of two of the Company's subsidiaries,
PrO Unlimited(R) and Uniforce Information Services/Brannon & Tully(R) continued
to increase during the second quarter of 1997. PrO Unlimited sales increased by
$2,590,689 or 27.9% and $5,361,872 or 30.1%, respectively, for the second
quarter and first six months of 1997 as compared to 1996. Uniforce Information
Services/Brannon & Tully sales increased by $4,381,957 or 62.0% and $6,749,798
or 45.8%, respectively, for the second quarter and first six months of 1997 as
compared to 1996. Further contributing to the increase in sales was the
Company's acquisition in May 1996 of certain assets of Montare International, a
provider of information technology ("IT") contract professionals. This
acquisition contributed $2,275,599 and $4,101,018, respectively, of sales for
the second quarter and first six months of 1997 and $883,183 for the period from
May 16, 1996 to June 30, 1996.
The Company's strategy is to expand through the development of
higher margin professional services such as IT, medical office support, customer
service, automated office and other professional support services as well as
services provided by its PrO Unlimited subsidiary. In addition, the Company
intends to continue to pursue acquisitions of established independent
supplemental staffing service companies that offer specialty services.
Service revenues and fees increased by 4.2% from $1,932,960 in
the second quarter of 1996 to $2,014,095 in the second quarter of 1997 and
decreased 0.5% from $3,648,965 for the first six months of 1996 to $3,629,010
for the first six months of 1997. Increased service revenues and fees that were
generated by Temporary Help Industry Servicing Company, Inc. ("THISCO(R)") and
its subsidiaries were offset by the loss of service revenues for the first six
months of 1997 due to the contract termination of one major client and the
Company's elimination of certain high risk business relating to Brentwood
Service Group(R) ("Brentwood").
5
<PAGE>
System-wide sales, which includes sales of associated offices
serviced by THISCO and Brentwood, increased by $20,149,485 or 23.7% from
$84,864,741 in the second quarter of 1996 to $105,014,226 in the second quarter
of 1997. In the first six months, system-wide sales increased by $28,180,829 or
17.3% from $163,181,170 in 1996 to $191,361,999 in 1997.
Cost of supplemental staffing services was 79.5% of sales of
supplemental staffing services in the second quarter of 1997 compared to 77.6%
in the second quarter of 1996. For the first six months, cost of supplemental
staffing services was 79.6% of sales of supplemental staffing services in 1997
and 78.0% in 1996. The higher percentage in the second quarter and first six
months of 1997 was a result of increased sales of PrO Unlimited, which have a
high percentage payroll expense in relation to sales.
Licensees' share of gross margin is principally based upon a
percentage of the gross margin generated from sales by licensed offices. The
gross margin from sales of supplemental staffing services amounted to $8,822,903
and $7,191,025 for the second quarter of 1997 and 1996, respectively. For the
first six months, gross margin from such sales amounted to $16,860,930 in 1997
and $13,840,986 in 1996. Licensees' share of gross margin was 25.2% in the
second quarter of 1997 as compared to 26.4% for the second quarter of 1996. For
the first six months, licensees' share of gross margin was 25.7% in 1997 and
26.8% in 1996. The lower share as a percentage of total gross margin in 1997 is
due to increased sales of Uniforce Information Services/Brannon & Tully and
Uniforce Information Services/Montare International for which there are no
related licensee distributions and to the increased sales of PrO Unlimited for
which there are limited distributions.
General and administrative expenses increased by $840,746 or
17.4% during the second quarter of 1997 as compared to the second quarter of
1996. For the first six months of 1997 general and administrative expenses
increased by $1,379,318 or 14.2% as compared to the first six months of 1996.
This increase resulted principally from higher payroll and recruiting costs with
respect to permanent staff, expenses relating to Uniforce Information
Services/Montare International operations (acquired in May 1996) and higher
facility costs. The increase was partially offset by a reduction of professional
costs associated with the Company's litigation (settled in July, 1997) described
in Note 3 of the consolidated condensed financial statements, after giving
consideration to certain insurance coverages.
6
<PAGE>
Net interest expense increased by $87,210 or 16.3% during the
second quarter of 1997 as compared to the second quarter of 1996. For the first
six months of 1997, net interest expenses increased by $184,714 or 19.0% as
compared to 1996. The increase in interest expense for the 1997 period compared
to 1996 is a result of increased borrowings for the acquisition of Montare
International and increased working capital requirements due to the continued
growth in the Company's business.
As a result of the factors discussed above, net earnings
increased by 24.7% from $993,542 ($.31 per share) in the second quarter of 1996
to $1,238,736 ($.39 per share) in the second quarter of 1997. For the first six
months, net earnings increased by 25.2% from $1,650,370 ($.50 per share) in 1996
to $2,066,699 ($.65 per share) in 1997.
Financial Condition
As of June 30, 1997, the Company's working capital increased
to $34,314,764, as compared to $29,002,663 at December 31, 1996. This increase
was due primarily to the continuing profitable operations of the Company. The
increase in accounts receivable and funding and service fees receivable was
largely financed through the Company's long term credit facility.
During the first six months of 1997, the Company paid
quarterly cash dividends on shares of its Common Stock at $.03 per share
($182,012).
On December 8, 1995, the Company entered in an agreement with
a financial institution creating a three-year $35,000,000 credit facility (the
"Credit Facility"). Effective June 30, 1997, the Credit Facility was increased
to $46,000,000 and extended until June 30, 2000. The Credit Facility comprises a
term loan in the amount of $6,000,000, amended from $3,000,000, (the "Term
Loan") to be paid in thirty six consecutive monthly installments of $166,667
commencing with the balance outstanding due on June 30, 2000, and a $40,000,000,
amended from $32,000,000, revolving credit facility (the "Revolving Facility"),
which expires on June 30, 2000. The Company may borrow against the Revolving
Facility up to 85% of eligible accounts receivable and eligible service and
funding fees receivable. The Term Loan bears interest at the Company's election
at either the lender's floating base rate or LIBOR (London Interbank Offered
Rate) plus 2.00%. Borrowings under the Revolving Facility bear interest at the
Company's election at either the lender's floating base rate minus .25%, or
LIBOR plus 1.75%. Prior to June 30, 1997, the Term Loan bore interest at the
Company's
7
<PAGE>
election at either the lender's floating base rate plus .25%, or LIBOR plus
2.25% and interest under the Revolving Facility bore interest at the Company's
election at either the lender's floating base rate, or LIBOR plus 2.125%.
Borrowings under the Credit Facility are secured by a first priority security
interest in all owned and after-acquired real and personal property of the
Company.
At June 30, 1997, the Company had outstanding borrowings of
$6,000,000 under the Term Loan bearing interest at an average rate of 8.05% and
$25,250,000 of borrowings under the Revolving Facility bearing interest at an
average rate of 7.93%.
The Credit Facility contains a variety of affirmative and
negative covenants of types customary in an asset-based lending facility,
including those relating to reporting requirements, maintenance of records,
properties and corporate existence, compliance with laws, incurrence of other
indebtedness and liens, restrictions on certain payments and transactions and
extraordinary corporate events. The Credit Facility also contains financial
covenants relating to maintenance of levels of minimal tangible net worth,
EBITDA (earnings before interest, taxes, depreciation and amortization), net
income and fixed charge coverage and restricting the amount of capital
expenditures. In addition, the Credit Facility contains certain events of
default of types customary in an asset-based lending facility. The Company was
in compliance with all covenants at June 30, 1997.
In January 1996, the Company successfully completed its offer
to purchase 1,250,000 shares of its Common Stock at $11.25 per share. The total
amount required to purchase such shares was $14,062,500, exclusive of related
fees and other expenses. The purchase price and related expenses were funded
with borrowings available under the Credit Facility.
The Company believes that internally generated cash flow and
funding from the Credit Facility will be adequate to meet current operating
requirements for at least the next twelve months.
The Company intends to expand its business through the further
development of higher margin professional services as well as through PrO
Unlimited, Uniforce Information Services/Brannon & Tully, Uniforce Information
Services/Montare International, THISCO and Brentwood. Additionally, the Company
continues to pursue expansion by acquisition of established independent
supplemental staffing service companies that offer specialty services. The
Company anticipates that internal expansion will also be financed from its cash
flow and available borrowings under the Credit
8
<PAGE>
Facility. The magnitude of future acquisitions will determine whether they can
be financed in the same manner or whether additional external sources of
financing will be required. While the Company believes that such sources would
be available on terms satisfactory to it, there can be no assurance in this
regard.
As of Thursday, June 26, 1997, the Common Stock commenced
trading on the American Stock Exchange under the symbol UFR. The Company's
Common Stock ceased trading on the Nasdaq National Market (ticker symbol: UNFR)
after the close on Wednesday, June 25, 1997.
Forward-looking Statements
This report contains forward-looking statements and
information that is based on management's beliefs and assumptions, as well as
information currently available to management. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to be
correct. Such statements are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or
should the underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated or expected.
9
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to Item 3. Legal Proceedings of the
Company's Annual Report on Form 10-K for the year ended December 31, 1996, as
amended by Part II, Item 1. Legal Proceedings of the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1997, and to the description
therein of (i) a civil action commenced against the Company, certain of its
present and former executive officers and others in the Circuit Court for the
Fifteenth Judicial Circuit, Palm Beach County, Florida by National Council on
Compensation Insurance, Inc. National Workers' Compensation Reinsurance Pool,
Insurance Company of North America, The Travelers Insurance Company, Liberty
Mutual Insurance Company and The Aetna Casualty and Surety Company; and (ii) a
civil action commenced in the New York Supreme Court Nassau County by various
subsidiaries of the Company against Insurance Company of North America, The
Travelers Insurance Company and Liberty Mutual Insurance Company.
In July 1997, the Florida and New York actions were settled by
the Company, certain of its present and former executive officers, various
subsidiaries of the Company and others under terms that include the dismissal of
the actions. The settlement requires that its terms be kept confidential. The
settlement will not have a material effect on the Company's financial condition
or operation results.
10
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of the Company was held on
June 10, 1997. Votes were cast with respect to the reelection of the six
incumbent Directors as follows:
Number of Shares
of Common Stock as
Number of Shares to Which Authority
of Common Stock to Vote was
Voted in Favor Withheld
---------------- -------------------
John Fanning 2,480,844 241,687
Rosemary Manisalco 2,480,344 242,187
Harry V. Maccarrone 2,480,823 241,708
John H. Brinckerhoff III 2,479,644 242,887
Joseph A. Driscoll 2,480,623 241,908
Gordon Robinett 2,451,876 270,655
The Shareholders also approved amendments to the Company's
1991 Stock Option Plan by a vote of 2,610,086 shares in favor and 45,546 shares
against. The holders of 8,660 shares abstained from voting and there were 58,239
broker non-votes.
The Shareholders also approved an amendment to the Company's
Certificate of Incorporation to authorize the issuance of Preferred Stock by a
vote of 1,779,320 shares in favor and 550,871 shares against. The holders of
5,242 shares abstained from voting and there were 387,098 broker non-votes.
The Shareholders also ratified the appointment of KPMG Peat
Marwick LLP as independent auditors of the Company for the year ending December
31, 1997 by a vote of 2,716,510 shares in favor, 1,627 shares against, the
holders of 4,394 shares abstaining from voting.
11
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed during the quarter
ended June 30, 1997.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: August 12, 1997 UNIFORCE SERVICES, INC.
By: /s/ John Fanning
----------------------------------
John Fanning, Chairman of the Board
and President
By: /s/ Harry V. Maccarrone
------------------------------------
Harry V. Maccarrone, V.P. of Finance,
Principal Financial and Accounting
Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNIFORCE'S
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 4,696,682
<SECURITIES> 0
<RECEIVABLES> 45,417,717
<ALLOWANCES> 344,176
<INVENTORY> 0
<CURRENT-ASSETS> 50,574,884
<PP&E> 6,713,856
<DEPRECIATION> 2,444,643
<TOTAL-ASSETS> 62,365,932
<CURRENT-LIABILITIES> 16,260,120
<BONDS> 0
<COMMON> 51,178
0
0
<OTHER-SE> 16,174,136
<TOTAL-LIABILITY-AND-EQUITY> 62,365,932
<SALES> 0
<TOTAL-REVENUES> 86,162,850
<CGS> 0
<TOTAL-COSTS> 81,664,328
<OTHER-EXPENSES> 9,893
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,156,930
<INCOME-PRETAX> 3,331,699
<INCOME-TAX> 1,265,000
<INCOME-CONTINUING> 2,066,699
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,066,699
<EPS-PRIMARY> 0.65
<EPS-DILUTED> 0.65
</TABLE>
