HI TECH PHARMACAL CO INC
10QSB, 1999-09-10
PHARMACEUTICAL PREPARATIONS
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<PAGE>

                    U.S. Securities and Exchange Commission
                            Washington, D.C. 20549

                                  Form 10-QSB

               [x]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


                 For the quarterly period ended July 31, 1999

  [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

           For the transition period from____________to_____________

                        Commission file number 0-20424



                          Hi-Tech Pharmacal Co., Inc.
       (Exact name of small business issuer as specified in its charter)

               Delaware                                112638720
          ------------------                      ------------------
      (State or other jurisdiction            (IRS Employer Identification No.)
 of incorporation or organization)


                369 Bayview Avenue, Amityville, New York 11701
                   (Address of principal executive offices)

                                 516 789-8228
                          (Issuer's telephone number)

                                Not applicable
  (Former name, former address and former fiscal year, if changed since last
                                    report)

Check whether the issuer (1) filed all reports required to be filed by Section
    13 or 15 (d) of the Exchange Act During the past 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  xx        No ____
                             ----

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

  Check whether the registrant filed all documents and reports required to be
  filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution
  of securities under a plan confirmed by a court.

                         Yes ____       No ____

                     APPLICABLE ONLY TO CORPORATE ISSUERS

   State the number of shares outstanding of each of the issuer's classes of
               common equity, as of the latest practicable date:

   Common Stock, $.01 Par Value - 4,526,000 shares as of September 10, 1999.

          Transitional Small Business Disclosure Format: Yes ___; No  x
                                                                     ---
<PAGE>

INDEX

HI-TECH PHARMACAL CO.,INC.


  PART I. FINANCIAL INFORMATION


     Item 1.   Financial Statements (Unaudited)

               Condensed balance sheets--July 31, 1999 and
               April 30, 1999.

               Condensed statements of operations--Three month
               periods ended July 31, 1999 and 1998.

               Condensed statements of cash flows--Three month
               periods ended July 31, 1999 and 1998.

               Notes to condensed financial statements.

     Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations



  PART II. OTHER INFORMATION



     Item 1.   Legal proceedings
     Item 2.   Changes in securities and use of proceeds
     Item 3.   Defaults upon senior securities
     Item 4.   Submission of matters to a vote of security holders
     Item 5.   Other information
     Item 6.   Exhibits and Reports on Form 8-K

                                       2
<PAGE>

PART I. ITEM 1

                          HI-TECH PHARMACAL CO., INC.

                     CONDENSED BALANCE SHEETS (unaudited)

<TABLE>
<CAPTION>
                                                                       July 31,        April 30,
                                                                         1999            1999
                                                                    -------------   -------------
                                                                     (unaudited)    (From Audited
                                                                                       Financial
                                                                                      Statements)
<S>                                                                 <C>             <C>
                                   ASSETS

CURRENT ASSETS
 Cash and cash equivalents                                          $   4,013,000       4,204,000
 Accounts receivable, less allowances of
 $320,000 at July 31, 1999 and $305,000 at April 30, 1999               3,574,000       4,214,000
 Inventories                                                            5,023,000       4,285,000
 Prepaid taxes                                                            669,000         669,000
 Prepaid expenses and other receivables                                   536,000         429,000
                                                                    -------------   -------------
TOTAL CURRENT ASSETS                                                   13,815,000      13,801,000
PROPERTY, PLANT AND EQUIPMENT -net                                      9,246,000       9,204,000
OTHER ASSETS                                                              205,000         205,000
                                                                    -------------   -------------
TOTAL ASSETS                                                        $  23,266,000      23,210,000
                                                                    =============   =============
                    LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
 Current Portion - Long-term debt                                   $     447,000         447,000
 Accounts payable and accrued expenses                                  3,443,000       3,415,000
                                                                    -------------   -------------
TOTAL CURRENT LIABILITIES                                               3,890,000       3,862,000
LONG-TERM DEBT                                                            892,000       1,003,000
DEFERRED TAXES                                                          1,038,000       1,038,000
                                                                    -------------   -------------
TOTAL LIABILITIES                                                       5,820,000       5,903,000

SHAREHOLDERS' EQUITY
 Preferred stock, par value $ .01 per share;
  authorized 3,000,000 shares                                                   -               -
 Common stock, par value $ .01 per share;
  authorized 10,000,000 shares, issued
  4,526,000 at July 31, 1999 and April 30, 1999                            45,000          45,000
 Additional capital                                                     8,634,000       8,634,000
 Retained earnings                                                      9,226,000       8,965,000
 Treasury stock, 111,300 and 82,700 shares
  of common stock, at cost on July 31, 1999
  and April 30, 1999                                                     (459,000)       (337,000)
                                                                    -------------   -------------
TOTAL SHAREHOLDERS' EQUITY                                             17,446,000      17,307,000
                                                                    -------------   -------------
LIABILITIES AND SHAREHOLDERS' EQUITY                                $  23,266,000      23,210,000
                                                                    =============   =============
</TABLE>

                  See notes to condensed financial statements

                                       3
<PAGE>

                          HI-TECH PHARMACAL CO., INC.


                CONDENSED STATEMENTS OF OPERATIONS (unaudited)

<TABLE>
<CAPTION>
                                                                              Three months ended
                                                                                   July 31,
                                                                      ----------------------------------
                                                                           1999                1998
                                                                      --------------      --------------
   <S>                                                                <C>                 <C>
   Net sales                                                          $    4,727,000           4,387,000

   Cost of goods sold                                                      2,731,000           2,650,000
                                                                      --------------      --------------
   Gross profit                                                            1,996,000           1,737,000

   Selling, general, and administrative
       expense                                                             1,375,000           1,215,000
       Research & product development costs                                  291,000             256,000
       Contract research (income)                                            (28,000)           (116,000)
       Interest expense                                                       31,000              65,000
       Interest and other (income)                                           (90,000)            (40,000)
                                                                      --------------      --------------
       Total                                                               1,579,000           1,380,000


   INCOME BEFORE INCOME TAXES                                                417,000             357,000

   Provision for income taxes                                                156,000             140,000
                                                                      --------------      --------------
       NET INCOME                                                     $      261,000             217,000
                                                                      ==============      ==============

   Basic and diluted income per share                                 $         0.06                0.05
                                                                      ==============      ==============

   Weighted average common shares
   outstanding - basic                                                     4,434,000           4,513,000
   Effect of potential common shares                                          36,000              96,000
                                                                      --------------      --------------
   Weighted average common shares
   outstanding - diluted                                                   4,470,000           4,609,000
                                                                      ==============      ==============
</TABLE>

                  See notes to condensed financial statements

                                       4
<PAGE>

                          HI-TECH PHARMACAL CO., INC.

                CONDENSED STATEMENTS OF CASH FLOWS (unaudited)

<TABLE>
<CAPTION>
                                                               Three months Ended
                                                                    July 31,
                                                       ---------------------------------
                                                            1999               1998
                                                       -------------       -------------
<S>                                                    <C>                 <C>
     CASH FLOWS FROM OPERATING ACTIVITIES              $     424,000             656,000

     CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
         Notes payable - bank                                      -             815,000
         Mortgaged property - repayments                     (47,000)            (47,000)
         Repayments of equipment debt                        (64,000)            (64,000)
         Purchase of common stock                           (122,000)                  -
                                                       -------------       -------------
         CASH FROM (USED IN) FINANCING ACTIVITIES           (233,000)            704,000

     CASH FLOWS USED IN INVESTING ACTIVITIES
         Purchases of property, plant and
         equipment and other assets                         (382,000)           (386,000)
                                                       -------------       -------------
       CASH USED IN INVESTING ACTIVITIES                    (382,000)           (386,000)

       NET INCREASE (DECREASE) IN CASH                      (191,000)            974,000

       Cash  at beginning of the period                    4,204,000           2,604,000
                                                       -------------       -------------
       CASH AND CASH EQUIVALENTS AT END OF PERIOD      $   4,013,000           3,578,000
                                                       =============       =============

Supplemental disclosures of cash flow information:
         Interest                                      $      33,000              50,000
         Income taxes                                  $      30,000                   -
</TABLE>

                  See notes to condensed financial statements

                                       5
<PAGE>

                          HI-TECH PHARMACAL CO., INC.

              NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

                                 July 31, 1999

 BASIS OF PRESENTATION

 The accompanying unaudited condensed financial statements have been prepared in
 accordance with generally accepted accounting principles for interim financial
 information and with the instructions to Form 10-QSB and Article 10 of
 Regulation S-X. Accordingly, they do not include all of the information and
 footnotes required by generally accepted accounting principles for complete
 financial statements. In the opinion of management, all adjustments (consisting
 of normal recurring accruals) considered necessary for a fair presentation have
 been included. The preparation of the Company's financial statements in
 conformity with generally accepted principles necessarily requires management
 to make estimates and assumptions that affect the reported amounts of assets
 and liabilities and disclosure of contingent assets and liabilities at the
 balance sheet dates and the reported amounts of revenues and expense during the
 reporting periods. Actual results could differ from these estimates and
 assumptions. Operating results for the three month period ended July 31, 1999
 are not necessarily indicative of the results that may be expected for the year
 ended April 30, 2000. For further information, refer to the financial
 statements and footnotes thereto for the year ended April 30, 1999 on Form 10-
 KSB.

 The financial statements include the accounts of the Company and its wholly
 owned subsidiary, Rose Laboratories Inc. ("Rose") through September 1, 1998,
 when the Company sold Rose. In consolidation, all significant intercompany
 transactions and balances have been eliminated.

 CONTRACT RESEARCH INCOME

 Contract research income is recognized as work is completed and as billable
 costs are incurred. In some cases, contract research income is based on
 attainment of certain designated milestones.

 NET EARNINGS PER SHARE

 In a prior year the Company adopted Statement of Financial Accounting Standards
 ("SFAS") No. 128, "Earnings per Share (EPS)," which replaced the previously
 reported primary and fully diluted EPS with basic and diluted EPS. Unlike
 primary EPS, basic EPS excludes any dilutive effects of options, warrants and
 convertible securities. Diluted EPS is similar to the previously reported fully
 diluted EPS. EPS amounts for fiscal periods prior to adoption of SFAS 128 have
 been restated to conform to the requirements of SFAS No. 128.

 Employees' stock options outstanding to purchase shares of the Company's Common
 Stock were 388,000 for the three month period ended July 31, 1999, and 197,000
 for the three month period ended July 31, 1998 and were not included in the
 computation of diluted EPS because the options' exercise price was greater than
 the average market price of the shares of common stock.

                                       6
<PAGE>

                          HI-TECH PHARMACAL CO., INC.

              NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

                                 July 31, 1999

 WORKING CAPITAL REVOLVING LOAN

 On June 1, 1999 the Company's working capital credit line expired. The Company
 expects to execute a new agreement with the same lender with the same basic
 terms. At April 25, 1999 the rate was 6.7% and the balance outstanding was
 paid. Borrowings under the line were limited to 80% of eligible receivables and
 were collateralized by inventory, accounts receivable and all other assets. The
 agreement contained covenants with respect to working capital, net worth and
 certain ratios, as well as other covenants and prohibited the payment of cash
 dividends.


 INVENTORIES

  The components of inventory consist of the following:

                                          July 31,         April 30,
                                            1999             1999
                                        ------------     ------------

  Raw materials                         $  2,869,000        2,481,000

  Finished products and work in process    2,154,000        1,804,000
                                        ------------     ------------
                                        $  5,023,000        4,285,000
                                        ============     ============

 FIXED ASSETS

 The components of net plant and equipment consist of the
 following:

                                          July 31,         April 30,
                                            1999             1999
                                        ------------     ------------

   Land and Building                    $  4,821,000        4,936,000
   Machinery and equipment                10,801,000       10,325,000
   Transportation equipment                   13,000           13,000
   Computer equipment                        446,000          428,000
   Furniture and fixtures                    269,000          266,000
                                        ------------     ------------
                                          16,350,000       15,968,000
   Depreciation and amortization           7,104,000        6,764,000
                                        ------------     ------------
   TOTAL FIXED ASSETS                   $  9,246,000        9,204,000
                                        ============     ============

                                       7
<PAGE>

                          HI-TECH PHARMACAL CO., INC.

              NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

                                 July 31, 1999

 ACCOUNTS PAYABLE AND ACCRUED EXPENSES

   The components of accounts payable and accrued expenses consist of the
 following:


                                          July 31,         April 30,
                                            1999             1999
                                        ------------     ------------
   Accounts payable                     $  2,024,000        2,104,000

   Accrued expenses                        1,419,000        1,311,000
                                        ------------     ------------
                                        $  3,443,000        3,415,000
                                        ============     ============

 CONTINGENCIES AND OTHER MATTERS

 In March 1999, the Food & Drug Administration, ("FDA") completed and issued
 Form 483, "Inspectional Observations", for their inspection of the Company's
 facilities. On March 31, 1999, the Company responded to these observations. In
 July 1999 the FDA issued a "Warning Letter" which indicated certain areas of
 particular concern. The Company is currently formulating a Corrective Action
 Plan as a result of the Warning Letter. The plan may include the hiring of
 additional personnel in certain areas of the Company's operations which would
 result in additional overhead expense. The Company believes that such
 additional expense will not have a material adverse affect on the Company's
 operations or financial condition.

 Zenith Goldline Laboratories, an Ivax company, accounted in the aggregate for
 approximately 13% of the gross sales during the quarter ended July 31, 1999. In
 addition, the Company had gross sales to Bergen Brunswig Corporation and Watson
 Pharmaceuticals (formerly Rugby Laboratories) which accounted for approximately
 10% and 11%, respectively, of the gross sales during the quarter ended July 31,
 1999.

 The Company has a net investment of approximately $137,000 in a joint venture
 for the marketing and development of a nutritional supplement. In addition, the
 Company has guaranteed $1,500,000 of revolving debt of this joint venture to
 its commercial lender. Mr. Reuben Seltzer, a director of the Company, has an
 interest in the joint venture. Mr. Reuben Seltzer is the son of Mr. Bernard
 Seltzer, Chairman of the Board of the Company.

 In May 1997, the Company announced a stock buy-back program under which the
 Board of Directors authorized the purchase of up to $500,000 of its common
 stock. In August 1999 the Company increased the stock buy-back program to an
 aggregate of $1,000,000. As of July 31, 1999 the Company had purchased 111,300
 shares at a cost of $459,000.

 On September 1, 1998, the Company sold to the management of Rose Laboratories,
 Inc., ("Rose"), inventory used to make certain Rose products and the name "Rose
 Laboratories, Inc". In addition, the parties executed Royalty, Confidentiality
 and Non-Compete agreements. The Company received $200,000 for the inventory and
 transferred the equipment and the production of certain Rose products to its
 plant in Amityville, NY.

 SUBSEQUENT EVENTS

 As of September 1, 1999, the Company acquired 17,300 additional treasury shares
 at a cost of $65,000.

                                       8
<PAGE>

 ITEM 2

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
 OPERATIONS

 July 31, 1999

 With the exception of the historical information contained in this Form 10-QSB,
 the matters described herein may include "forward-looking statements" within
 the meaning of the Private Securities Reform Act of 1995. Such forward-looking
 statements are subject to risks, uncertainties and other factors which could
 cause actual results to materially differ from those projected or implied.
 These risks include, but are not limited to, the ability of the Company to grow
 internally or by acquisition, and to integrate acquired businesses, changing
 industry and competitive conditions, and other risks outside the Company's
 control referred to in its registration statement and periodic reports filed
 with the Securities and Exchange Commission. The Company disclaims any
 obligation to update any forward-looking statements.

 RESULTS OF OPERATIONS

 For the three months ended July 31, 1999 net sales increased by $340,000, or 8%
 compared to the fiscal 1999 respective period. Total net sales were $4,727,000
 for the three months period ended July 31, 1999. Zenith Goldline Laboratories,
 an Ivax company, accounted for approximately 13% of the gross sales during the
 quarter ended July 31, 1999. In addition, the Company had gross sales to Bergen
 Brunswig Corporation and Watson Pharmaceuticals (formerly Rugby Laboratories)
 which accounted for approximately 10% and 11%, respectively, of the gross sales
 during the quarter ended July 31, 1999. These three customers represented
 approximately 33% of the outstanding trade receivables at July 31, 1999.

 The Company's Health Care Products division, for the three months ended July
 31, 1999, had gross sales of $959,000, which was greater than the fiscal 1999
 respective period sales of $433,000. Rose Laboratories' products shipped for
 the three months ended July 31, 1999 from Amityville, NY, were $93,000 as
 compared to $340,000 shipped from Madison, Ct for the three months ended July
 31, 1998.

 Cost of sales, as a percentage of net sales, decreased from 60.4% to 57.8% for
 the three months ended July 31, 1999 compared to the three months ended July
 31, 1998. This decrease was principally the result of the mix of products
 produced or sold.

 Contract research income decreased $88,000 and research and product development
 costs for the three months ended July 31, 1999 increased $35,000 or 14%
 compared to the fiscal 1999 respective period, as a result of the completion of
 fewer research projects.

 Selling, general and administrative expenses, as a percentage of net sales,
 increased for the three months ended July 31, 1999 to 29% from 28% for the
 fiscal 1999 respective period. Such percentage increase resulted from increased
 selling expenses from additional sales personnel and increased advertising
 activities.

  Net income for the three months ended July 31, 1999 and 1998 was $261,000 and
 $217,000, respectively, an increase of $44,000, because of the factors noted
 above.

                                       9
<PAGE>

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
 OPERATIONS (continued)

 LIQUIDITY AND CAPITAL RESOURCES

 The Company's operations are financed principally by cash flow from operations.
 During the July 31, 1999 period, working capital decreased to $9,925,000 from
 $9,939,000 at April 30, 1999. During the quarter ended July 31, 1999 the
 Company invested $ 382,000 in fixed assets.

 On June 1, 1999 the Company's working capital credit line expired. The Company
 expects to execute a new agreement with the same lender with the same basic
 terms. At April 25, 1999 the rate was 6.7% and the balance outstanding was
 paid. Borrowings under the line were limited to 80% of eligible receivables and
 were collateralized by inventory, accounts receivable and all other assets. The
 agreement contained covenants with respect to working capital, net worth and
 certain ratios, as well as other covenants and prohibited the payment of cash
 dividends.

 In March 1999, the Food & Drug Administration, ("FDA") completed and issued
 Form 483, "Inspectional Observations", for their inspection of the Company's
 facilities. On March 31, 1999, the Company responded to these observations. In
 July 1999 the FDA issued a "Warning Letter" which indicated certain areas of
 particular concern. The Company is currently formulating a Corrective Action
 Plan as a result of the Warning Letter. The plan may include the hiring of
 additional personnel in certain areas of the Company's operations which would
 result in additional overhead expense. The Company believes that such
 additional expense will not have a material adverse affect on the Company's
 operations or financial condition.

 The Company has a net investment of approximately $137,000 in a joint venture
 for the marketing and development of a nutritional supplement. In addition, the
 Company has guaranteed $1,500,000 of revolving debt of this joint venture to
 its commercial lender. Mr. Reuben Seltzer, a director of the Company, has an
 interest in the joint venture. Mr Reuben Seltzer is the son of Mr. Bernard
 Seltzer, Chairman of the Board of the Company.

 In May 1997, the Company announced a stock buy-back program under which the
 Board of Directors authorized the purchase of up to $500,000 of its common
 stock. In August 1999 the Company increased the stock buy-back program to an
 aggregate of $1,000,000. As of July 31, 1999 the Company had purchased 111,300
 shares at a cost of $459,000. As of September 1, 1999, the Company had acquired
 17,300 additional treasury shares at a cost of $65,000.

                                       10
<PAGE>

 YEAR 2000 COMPLIANCE

 The Company relies significantly on computer technology throughout its business
 to effectively carry out its day-to-day operations. As the millennium
 approaches, the Company has assessed all of its computer systems to ensure that
 they are "Year 2000" compliant. In this process the Company may replace or
 upgrade certain systems which are not Year 2000 compliant in order to meet its
 internal needs and those of its customers. The Company expects its Year 2000
 project to be completed on a timely basis. However, there can be no assurance
 that the systems of other companies on which the Company may rely also will be
 timely converted or that such failure to convert by another company would not
 have an adverse effect on the Company's systems. The Company estimates that the
 cost of resolving the Year 2000 issues will be less than $250,000 not including
 internal staff. Costs associated with new hardware and software are expected to
 be capitalized and amortized consistent with the Company's accounting policies.
 Consulting and other costs will be expensed as incurred. All Year 2000 costs
 will be paid in cash generated from the Company's operations. With respect to
 its internal business systems, the Company is working with third-party vendors
 of such systems to ensure that Year 2000 compliance either exists or will be
 achieved via vendor supplied upgrades in a timely manner. Furthermore, that
 Company has addressed the potential impact to the Company of non-compliance by
 any of its key suppliers or clients. The Company's programs include
 communications with the Company's significant vendors to determine the extent
 to which the Company is vulnerable to any failures by them to address the Year
 2000 issue. On a case by case basis, where the Company determines that it may
 be at a material adverse risk due to non-compliance by any of its key vendors,
 the Company has developed contingency plans for an alternate source of supply.
 Actual results could differ materially from the Company's expectations due to
 unanticipated technological difficulties, vendor delays, and vendor cost
 overruns.

 The Company's management believes that its financial resources, operating
 revenue and credit line will be sufficient to meet its expected working capital
 requirements.

                                       11
<PAGE>

   PART II.  OTHER INFORMATION

   ITEM 1. LEGAL PROCEEDINGS
        None

   ITEM 2. CHANGES IN SECURITIES
        None

   ITEM 3. DEFAULTS UPON SENIOR SECURITIES
        None

   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None

   ITEM 5. OTHER INFORMATION
        None

   ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
        (a)  Exhibits
        Exhibit 27 - Financial Data Schedule
        (b)  Reports on Form 8-K
        None

                                  SIGNATURES

 In accordance with the requirements of the Exchange Act, the registrant has
    duly caused this report to be signed on its behalf by the undersigned
                          thereunto duly authorized.

                          HI-TECH PHARMACAL CO.,INC.
                                 (Registrant)


 Date September 10, 1999

 By: /s/ David Seltzer
     ------------------------------------------
     David Seltzer
     (President and Chief Executive Officer)


 Date September 10, 1999

 By: /s/ Arthur S. Goldberg
     ------------------------------------------
     Arthur S. Goldberg
     (Vice President - Finance and Chief Accounting Officer)

                                       12

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          APR-30-2000
<PERIOD-START>                             MAY-01-1999
<PERIOD-END>                               JUL-31-1999
<CASH>                                           4,013
<SECURITIES>                                         0
<RECEIVABLES>                                    3,894
<ALLOWANCES>                                     (320)
<INVENTORY>                                      5,023
<CURRENT-ASSETS>                                 1,205
<PP&E>                                          16,350
<DEPRECIATION>                                 (7,104)
<TOTAL-ASSETS>                                  23,266
<CURRENT-LIABILITIES>                            3,890
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            45
<OTHER-SE>                                      17,401
<TOTAL-LIABILITY-AND-EQUITY>                    23,266
<SALES>                                          4,727
<TOTAL-REVENUES>                                 4,727
<CGS>                                            2,731
<TOTAL-COSTS>                                    4,279
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  31
<INCOME-PRETAX>                                    417
<INCOME-TAX>                                       156
<INCOME-CONTINUING>                                261
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       261
<EPS-BASIC>                                       0.06
<EPS-DILUTED>                                     0.06


</TABLE>


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