<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
Form 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 1998
Commission file number 0-21018
TUFCO TECHNOLOGIES, INC.
Delaware 39-1723477
-------- ----------
(State of other jurisdiction (IRS Employer ID No.)
of incorporation of organization)
4800 Simonton Road, Dallas, Texas 75244
---------------------------------------
(Address of principal executive offices)
(972)789-1079
-------------
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
--- ---
Indicate the number of shares outstanding of each or the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Class Outstanding at May 14, 1998
----- ---------------------------
<S> <C>
Common Stock, par value $0.01 per share 3,710,726
Non-Voting Common Stock, par value $.01 per share 709,870
</TABLE>
Page 1 of 13
<PAGE> 2
TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
PART I: CONDENSED FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
Condensed Consolidated Balance Sheets as of
March 31, 1998 (Unaudited) and September 30, 1997 3
Condensed Consolidated Statements of Income for the three
months and six months ended March 31, 1998 and 1997 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows for the
six months ended March 31, 1998 and 1997 (Unaudited) 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II: OTHER INFORMATION 12
SIGNATURES 13
</TABLE>
2
<PAGE> 3
TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, September 30,
1998 1997
------------ -------------
Assets
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents ..................................................... $ 540,511 $ 747,404
Restricted cash ............................................................... 20,228 60,128
Accounts receivable, net ...................................................... 9,970,504 7,637,121
Inventories ................................................................... 10,508,099 8,550,888
Prepaid expenses and other current assets ..................................... 404,581 320,109
Income taxes receivable ....................................................... 176,590 --
Deferred income taxes ......................................................... 419,000 419,000
------------ ------------
Total current assets .................................................... 22,039,513 17,734,650
PROPERTY, PLANT AND EQUIPMENT-Net ................................................ 17,907,344 16,990,227
GOODWILL-Net ..................................................................... 18,170,444 13,732,074
OTHER ASSETS-Net ................................................................. 653,113 588,414
------------ ------------
TOTAL ............................................................................ $ 58,770,414 $ 49,045,365
============ ============
Liabilities and Stockholders' Equity
CURRENT LIABILITIES:
Current portion of long-term debt ............................................. $ 1,816,659 $ 1,910,357
Accounts payable .............................................................. 5,340,562 3,137,177
Accrued payroll, vacation and payroll taxes ................................... 571,656 824,995
Other current liabilities ..................................................... 971,538 987,290
Income taxes payable .......................................................... -- 649,570
------------ ------------
Total current liabilities ............................................... 8,700,415 7,509,389
LONG-TERM DEBT - Less current portion ............................................ 15,979,008 8,587,999
DEFERRED INCOME TAXES ............................................................ 1,580,000 1,580,000
STOCKHOLDERS' EQUITY
Voting Common Stock; $.01 par value; 9,000,000 shares authorized;
3,786,223 and 3,733,830 shares issued, respectively ....................... 37,862 37,338
Nonvoting Common Stock; $.01 par value; 2,000,000 shares authorized;
709,870 shares issued and outstanding ..................................... 7,099 7,099
Additional paid-in capital .................................................... 23,961,301 23,539,420
Retained earnings ............................................................. 9,115,257 8,548,543
Treasury stock at cost, 75,497 and 59,804 voting common shares, respectively... (510,333) (349,371)
Stock purchase plan notes ..................................................... (100,195) (415,052)
------------ ------------
Total stockholders' equity ............................................... 32,510,991 31,367,977
------------ ------------
TOTAL ......................................................................... $ 58,770,414 $ 49,045,365
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 4
TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
March 31, March 31,
------------------------------ ------------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET SALES ................................... $ 19,006,312 15,031,841 $ 35,696,528 30,728,564
COST OF SALES ............................... 16,434,185 12,239,813 30,454,463 24,934,158
------------ ------------ ------------ ------------
GROSS PROFIT ................................ 2,572,127 2,792,028 5,242,065 5,794,406
OPERATING EXPENSES:
Selling, general and administrative
........................................ 1,657,029 1,694,242 3,360,080 3,329,845
Amortization and other post-
acquisition expenses ..................... 263,148 213,816 468,720 391,714
------------ ------------ ------------ ------------
OPERATING INCOME ............................ 651,950 883,970 1,413,265 2,072,847
OTHER INCOME (EXPENSE):
Interest expense ......................... (294,982) (213,040) (517,729) (436,167)
Interest and other income ................ 1,466 81,525 16,050 94,954
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES .................. 358,434 752,455 911,586 1,731,634
INCOME TAX EXPENSE .......................... 124,028 305,421 344,872 688,649
------------ ------------ ------------ ------------
NET INCOME .................................. $ 234,406 $ 447,034 $ 566,714 $ 1,042,985
============ ============ ============ ============
EARNINGS PER SHARE:
Basic ................................... $ 0.05 $ 0.10 $ 0.13 $ 0.24
Diluted ................................. $ 0.05 $ 0.10 $ 0.12 $ 0.23
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING:
Basic ................................... 4,420,596 4,387,024 4,414,865 4,384,225
Diluted ................................. 4,542,690 4,434,815 4,553,461 4,438,817
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
March 31,
----------------------------
1998 1997
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
Net Income ........................................................... $ 566,714 $ 1,042,985
Noncash items net income:
Depreciation and amortization .................................. 1,145,103 1,139,535
Deferred income taxes .......................................... -- --
Increase (decrease) in allowance for doubtful accounts ......... (2,246) 20,640
Gain on disposition of property and equipment .................. (473) (100,567)
Changes in operating working capital:
Accounts receivable .......................................... (1,214,986) 1,348,705
Inventories .................................................. (1,127,025) (905,461)
Prepaid expenses and other assets ............................ (112,205) (234,133)
Accounts payable ............................................. 1,244,286 630,259
Accrued and other current liabilities ........................ (472,818) (1,022,414)
Income taxes payable ......................................... (874,829) (626,685)
----------- -----------
Net cash provided by (used in) operations ......................... (848,479) 1,292,864
INVESTING ACTIVITIES
Additions to property, plant and equipment ........................ (1,766,327) (665,770)
Proceeds from disposition of property, plant and equipment ........ 5,513 128,800
Increase in other assets .......................................... (11,111) (16,811)
Acquisition of Foremost Manufacturing, Inc. ....................... (5,500,000) --
Decrease in restricted cash ....................................... 39,900 --
----------- -----------
Net cash used in investing activities ............................. (7,232,025) (553,781)
FINANCING ACTIVITIES
Repayment of long-term debt ....................................... (945,347) (861,057)
Proceeds from issuance of notes payable ........................... 8,242,658 --
Decrease in stock purchase plan notes ............................. 314,857 39,998
Purchase of treasury stock ........................................ (160,962) (85,099)
Net proceeds from issuance of common stock ........................ 422,405 17,743
----------- -----------
Net cash provided by (used in) financing activities ............... 7,873,611 (888,415)
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS ............................ (206,893) (149,332)
CASH AND CASH EQUIVALENTS:
Beginning of period ................................................. 747,404 844,615
----------- -----------
End of period ....................................................... $ 540,511 $ 695,283
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 6
TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 1998 AND 1997
1. INTERIM FINANCIAL STATEMENTS
The unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and Rule 10-01 of Regulation S-X. In the opinion
of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been
included. Some adjustments involve estimates which may require revision
in subsequent interim periods or at year end. The unaudited financial
statements and footnotes should be read in conjunction with the
Company's financial statements for the year ended September 30, 1997
that are included in Form 10-K that was filed with the Securities and
Exchange Commission on December 23, 1997. Operating results for the six
month period are not necessarily indicative of results expected for the
remainder of the year.
2. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
March 31, September 30,
1998 1997
------------ -------------
<S> <C> <C>
Raw materials ............. $ 5,827,480 $ 4,711,780
Finished products ......... 4,680,619 3,839,108
------------ ------------
Total ..................... $ 10,508,099 $ 8,550,888
============ ============
</TABLE>
3. ACQUISITION OF FOREMOST MANUFACTURING, INC.:
On November 13, 1997, the Company purchased all of the outstanding
stock of Foremost Manufacturing, Inc. (Foremost) for $5.25 million in
cash and $0.25 million in the Company's common stock (25,907 shares).
Goodwill of $4.7 million was recorded as a result of the acquisition.
The results of operation for Foremost have been included since the date
of acquisition.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL INFORMATION:
Tufco Technologies, Inc. (formerly Tufco Holding Company, the
"Company") was organized in 1992 to acquire Tufco Industries, Inc.
(located in Green Bay, WI) which was incorporated in Wisconsin in 1974.
Executive Converting Corporation (located in Dallas, TX) was acquired
in 1994. Hamco, Industries, Inc. (located in Newton, NC) was acquired
in 1995. Foremost Manufacturing, Inc. (located in St. Louis, Missouri)
was acquired November 13, 1997.
The Company, through its wholly owned subsidiaries, manufactures and
distributes business imaging paper products and Away-From-Home towels
and wipes, provides diversified custom converting and specialty
printing services, and distributes paint sundry products used in home
improvement projects.
The Company normally operates at lower operating levels during the
first and second quarters of its fiscal year which ends September 30.
This occurs because of the seasonal demand for certain printed products
displaying a holiday theme as well as products which are used by
customers in conjunction with end-of-year activities. These products
are normally shipped during the Company's third and fourth fiscal
quarters. Demand for its paint sundry products is generally lower
during the first and second fiscal quarters as cold weather restricts
the amount of new construction and remodeling projects that require the
Company's products.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS -- CONTINUED
RESULTS OF OPERATIONS:
CONDENSED OPERATING DATA, PERCENTAGES OF NET SALES AND YEAR-TO-YEAR CHANGES IN
THESE ITEMS ARE AS FOLLOWS:
($000s)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, Period-to-Period March 31, Period-to-Period
-------------------------- Change ---------------------- Change
1998 1997 $ % 1998 1997 $ %
---------- ---------- ------ ------ --------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Sales $19,006 $15,032 3974 26 $35,697 $30,729 4968 16
Gross Profit 2,572 2,792 -220 -8 5,242 5,794 -552 -10
13.5% 18.6% 14.7% 18.9%
Operating Expenses 1,920 1,908 12 1 3,829 3,722 107 3
10.1% 12.7% 10.7% 12.1%
Operating Income 652 884 -232 -26 1,413 2,073 -660 -32
3.4% 5.9% 4.0% 6.7%
Interest Expense 295 213 82 38 518 436 82 19
1.6% 1.4% 1.5% 1.4%
Net Income $ 234 $ 447 -213 -48 567 1,043 -476 -46
1.2% 3.0% 1.6% 3.4%
</TABLE>
ANALYSIS OF NET SALES, PERCENTAGES OF TOTAL NET SALES, AND YEAR-TO-YEAR CHANGES
IN THE COMPANY'S PRIMARY MARKET SECTORS ARE AS FOLLOWS:
($000s)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, Period-to-Period March 31, Period-to-Period
-------------------------- Change ---------------------- Change
1998 1997 $ % 1998 1997 $ %
---------- ---------- ------ ------ --------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Business Imaging
Products $ 8,393 $ 8,056 337 4 16,149 6,159 -10 0
44% 54% 45% 53%
Custom Converting
& Specialty
Printing $ 4,178 4,065 113 3 8,085 9,123 -1038 -11
22% 27% 23% 30%
Paint Sundry
Products $ 4,585 2,359 2,226 94 8,332 4,250 4,082 96
24% 16% 23% 14%
Away-From-Home
Products $ 1,850 552 1,298 235 3,131 1,197 1,934 162
10% 4% 9% 4%
Total Net Sales $19,006 $15,032 3,974 26 35,697 0,729 4,968 16
</TABLE>
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS -- CONTINUED
ACQUISITION OF FOREMOST MANUFACTURING, INC.:
The $5.25 million interim loan matures on May 15, 1998; the Company is in the
process of changing its banking relationship and has received a commitment from
its new lender to refinance this loan at that time. Foremost manufactures and
distributes products similar to those produced and distributed by the Company in
its Paint Sundries market sector.
NET SALES:
Net sales increased $4.0 million (26%) and $5.0 million (16%) for the three and
six month periods, primarily due to the additive impact of Foremost which
generated net sales of $2.3 million and $3.7 million for the respective three
and six month periods. Adjusted for this impact, sales increased $1.7 million
(10%) and $1.3 million (4%) for the three and six month periods. The
Away-From-Home market sector was primarily responsible for the increase in net
sales, posting increases of $1.3 million (235%) and $1.9 million (162%) for the
three and six month periods. For the three month period, the Company's Business
Imaging and Custom Converting sectors showed moderate increases in net sales at
$0.3 million (4%) and $0.1 million (3%) respectively. For the six-month period,
Business Imaging sales are relatively flat versus one year ago. The Business
Imaging market has become increasingly competitive in recent months, with many
of the Company's competitors offering deep discounts off established prices.
Tufco has responded to these competitive intrusions with reduced prices and
rebate programs in certain situations. Tufco will continue to offer competitive
prices to its Business Imaging customers in order to maintain its market share
which may result in diminished profits in future periods. Custom Converting
sales were down $1.0 million (-11%) for the six months due to the non-renewal of
tissue converting contracts in the first quarter of fiscal 1998.
GROSS PROFIT:
Gross profit declined $0.2 million (8%) and $0.5 million (10%) for the three and
six month periods. The Business Imaging Sector has reduced its selling prices in
an effort to battle prices offered by competitors. The result has been sharp
reductions in margin from the same three and six month periods from one year
ago. In order to support reduced pricing and attempt to increase gross profit in
this, sector management will attempt to renegotiate material supply agreements
and decrease labor costs through capital investment. However, management cannot
guarantee short-term improvement if market prices remain at current levels. In
addition, the non-renewal of contract converting services during the first
fiscal quarter resulted in lower margins for the Custom Converting sector.
Finally, the sales growth in the Away-From-Home sector has been achieved at low
margins due to the high cost of labor, materials and freight associated with the
start-up in this sector. As sales grow, management will attempt to use the
increased volume to negotiate improved pricing on base tissue. Additionally, the
Company has already begun relocating production assets to its facilities in the
Southeast and Southwest in an effort to reduce labor cost and freight.
Management believes that these changes, along with continued sales growth, will
ultimately improve the profitability of this sector; however, management cannot
rule out continued competitive pressures on gross profit margins in the near
term.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS -- CONTINUED
OPERATING EXPENSES:
Operating expenses increased only $12,000 (1%) and $107,000 (3%) for the three
and six month periods. Adjusted for the additive effect of the Foremost
acquisition, operating costs are actually down $190,000 for the quarter and down
$250,000 for the six months. The primary cause for the decrease is lower
administrative and sales compensation expense.
OPERATING INCOME:
Operating income declined $0.2 million (26%) and $0.7 million (32%) for the
three and six month periods due to reduced selling prices and corresponding
lower gross profit in the Business Imaging market sector resulting from market
competition. Additionally, the loss of contract custom converting service
revenue contributed to lower gross profit for the six-month period. Operating
income for Foremost since the date of acquisition has been $0.2 million.
INTEREST EXPENSE:
Interest expense increased $82,000 for the three and six month periods. Interest
expense associated with the debt incurred in the Foremost acquisition was
$112,000 for the second fiscal quarter and $167,000 year to date. Adjusted for
this, interest expense was down $30,000 and $85,000 for the three and six-month
periods due to reduced average borrowings.
NET INCOME AND EARNINGS PER SHARE:
For the three and six month periods, net income declined $0.2 million (48%) and
$0.5 million (46%) respectively. Earnings per share decreased correspondingly,
down $0.05 and $0.11 for the three and six month periods. The primary causes for
the decline were lower selling prices and gross profit from the sale of Business
Imaging products and lower sales of contract converting services.
LIQUIDITY AND CAPITAL RESOURCES:
For the six months ended March 31, 1998, the Company used $0.8 million to fund
operating activities. The use of cash was principally a timing issue surrounding
the collection of accounts receivable. Due to turnover in personnel coupled with
the conversion of the Company's accounting information system at March 1, 1998,
routine collection efforts were less rigorously enforced. As a result the
balance of accounts receivable is unusually high at March 31. Normal collection
efforts have been restored, and management believes that the excess receivable
balance will be rapidly collected.
Net cash used in investing activities was $7.2 million and was primarily
associated with the acquisition of Foremost ($5.5 million) and the purchase of
production equipment ($1.8 million).
Net cash provided by financing activities was $7.9 million for the six-month
period. The Company borrowed $5.25 million and issued $0.25 million in the
Company's common stock to finance the acquisition of Foremost. In addition, the
Company borrowed funds under its working capital line of credit to facilitate
the purchase of capital equipment.
In April of 1998, the Company reached an agreement with Chase Bank of Texas
whereby Chase would become the Company's primary lender, replacing Bank One,
Wisconsin. The Company anticipates completing the refinancing on or before May
31, 1998. The Agreement will facilitate the
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS -- CONTINUED
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED):
refinancing of approximately $10.7 million of the Company's term debt with
repayment over seven years, and replacing the Company's working capital line of
credit with a $7 million line. Management anticipates that the new agreement,
coupled with cash flow from operations, will be sufficient to fund the Company's
operations for the foreseeable future.
As of May 6, 1998, the Company had approximately $1.7 million available under
its revolving credit line with Bank One and will have approximately $2.0 million
available under its new line at Chase.
The Company intends to retain earnings to finance future operations and
expansion and does not expect to pay any dividends within the foreseeable
future. In addition, the Company's primary lender must approve the payment of
any dividends.
FORWARD LOOKING STATEMENTS:
Management's discussion of the Company's 1998 quarterly periods in comparison to
1997, contains forward-looking statements regarding current expectations, risks
and uncertainties for future periods. The actual results could differ materially
from those discussed here. As well as those factors discussed in this report,
other factors that could cause or contribute to such differences include, among
other items, significant changes in the cost of base paper stock, competition in
the Company's product areas, or an inability of management to successfully
reduce operating expenses in relation to net sales without damaging the
long-term direction of the Company. Therefore, the condensed financial data for
the periods presented may not be indicative of the Company's future financial
condition or results of operations.
11
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
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
None.
12
<PAGE> 13
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.
TUFCO TECHNOLOGIES, INC.
Date: May 14, 1998 /s/ Louis LeCalsey, III
--------------------------------------------
Louis LeCalsey, III
Chief Executive Officer
Date: May 14, 1998 /s/ Greg Wilemon
--------------------------------------------
Greg Wilemon
Chief Financial Officer/Chief Operating
Officer, Secretary, Treasurer and Vice
President - Finance
13
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 560,739
<SECURITIES> 0
<RECEIVABLES> 9,970,504
<ALLOWANCES> 0
<INVENTORY> 10,508,099
<CURRENT-ASSETS> 22,039,513
<PP&E> 17,907,344
<DEPRECIATION> 0
<TOTAL-ASSETS> 58,770,414
<CURRENT-LIABILITIES> 8,700,415
<BONDS> 0
0
0
<COMMON> 44,961
<OTHER-SE> 33,486,696
<TOTAL-LIABILITY-AND-EQUITY> 58,770,414
<SALES> 35,696,528
<TOTAL-REVENUES> 35,696,528
<CGS> 30,454,463
<TOTAL-COSTS> 30,454,463
<OTHER-EXPENSES> 3,828,800
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 517,729
<INCOME-PRETAX> 911,586
<INCOME-TAX> 344,872
<INCOME-CONTINUING> 566,714
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 566,714
<EPS-PRIMARY> .13
<EPS-DILUTED> .12
</TABLE>
