<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
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: 0000914066
FOILMARK, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 11-3101034
(State of other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
5 MALCOLM HOYT DRIVE
NEWBURYPORT, MA 01950
(Address of principal executive offices) (ZIP Code)
(978) 462-7300
(Registrant's telephone number including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by checkmark 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 REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS:
Indicate by checkmark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes |_| No |_|
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of April 27, 2000.
Title Outstanding
$.01 par value common stock 7,965,996
<PAGE>
FOILMARK, INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEX 2
PART I - FINANCIAL INFORMATION:
Item 1 - Financial Statements
Consolidated Balance Sheets - March 31, 2000 (Unaudited) and June 30, 1999 3
Consolidated Statements of Earnings for the Three and Nine Months Ended
March 31, 2000 and March 31, 1999 (Unaudited) 4
Consolidated Statements of Cash Flows for the Nine Months Ended
March 31, 2000 and March 31, 1999 (Unaudited) 5
Notes to Consolidated Financial Statements (Unaudited) 6-8
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations 9-11
PART II - OTHER INFORMATION:
Item 1 - Legal Proceedings 12
Item 2 - Changes in Securities 12
Item 3 - Defaults Upon Senior Security 12
Item 4 - Submission of Matters to Vote of Security Holders 12
Item 5 - Other Information 12
Item 6 - Other Proceedings 12
Signatures 13
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
FOILMARK, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
March 31, June 30,
ASSETS 2000 1999
- ------ ---- ----
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 452,776 $ 1,326,231
Accounts receivable - trade (less allowance for doubtful
accounts of $931,000 and $1,397,000, respectively) 10,991,567 10,747,909
Inventories 15,672,031 13,039,186
Other current assets 1,049,084 989,242
Deferred income taxes 1,957,661 1,957,661
----------- -----------
Total current assets 30,123,119 28,060,229
Property, plant and equipment, net 14,564,575 14,164,745
Bond and mortgage financing costs, net 296,917 335,381
Intangible assets, net 3,923,870 4,133,206
Restricted cash 333,333 33,333
Other assets 130,636 223,368
Notes receivable 1,087,659 641,591
----------- -----------
$50,460,109 $47,591,853
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current installments of notes payable - stockholders $ 128,198 $ 124,024
Current installments of other long-term debt 1,277,177 414,831
Accounts payable 2,796,964 3,895,250
Accrued expenses 5,222,192 3,465,709
Income taxes payable 617,866 230,720
Merger integration costs and related liabilities 1,328,011 1,839,505
Customer deposits 85,072 64,949
----------- -----------
Total current liabilities 11,455,480 10,034,988
LONG-TERM DEBT:
Notes payable to stockholders, net of current installments 389,414 471,280
Other long-term debt, net of current installments 11,639,543 12,743,848
----------- -----------
12,028,957 13,215,128
Deferred income taxes 1,031,041 1,083,385
STOCKHOLDERS' EQUITY:
Preferred stock ($.01 par value; 500,000 shares authorized; 0 shares
issued and outstanding) - -
Common stock ($.01 par value; 15,000,000 shares authorized:
7,982,176 and 7,903,715 shares issued, respectively) 79,822 79,037
Additional paid-in capital 21,321,002 21,208,036
Retained earnings 4,536,556 1,983,308
Treasury stock, at cost (24,600 shares) (76,589) -
Accumulated other comprehensive income (loss) 83,840 (12,029)
----------- -----------
Total stockholders' equity 25,944,631 23,258,352
----------- -----------
$50,460,109 $47,591,853
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
PART I - FINANCIAL INFORMATION
FOILMARK, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
Three and Nine Months Ended March 31, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, NINE MONTHS ENDED MARCH 31,
--------------------------------- ------------------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 16,915,235 $ 8,195,298 $ 49,286,847 $ 23,248,926
Cost of sales 11,357,179 5,604,742 33,755,842 16,372,077
------------ ----------- ------------ ------------
Gross profit 5,558,056 2,590,556 15,531,005 6,876,849
Selling, general and administrative expenses 3,752,213 1,939,053 10,775,759 5,863,791
------------ ----------- ------------ ------------
Income from operations 1,805,843 651,503 4,755,246 1,013,058
Other income (expense):
Interest expense - net (204,822) (165,934) (638,115) (512,566)
Other 12,654 175 1,012 23,538
------------ ----------- ------------ ------------
Income from operations before provision for
income taxes 1,613,675 485,744 4,118,143 524,030
Provision for income taxes (612,895) (179,724) (1,564,895) (134,249)
------------ ----------- ------------ ------------
Net income $ 1,000,780 $ 306,020 $ 2,553,248 $ 389,781
============ =========== ============ ============
Net income per share:
Basic $ 0.13 $ 0.07 $ 0.32 $ 0.09
Diluted $ 0.12 $ 0.07 $ 0.31 $ 0.09
Weighted average shares outstanding:
Basic 7,944,025 4,182,588 7,920,957 4,178,475
Diluted 8,297,449 4,182,588 8,231,569 4,178,475
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
PART I - FINANCIAL INFORMATION
FOILMARK, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Nine Months Ended March 31, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED MARCH 31,
------------------------------
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,553,248 $ 389,781
Adjustments to reconcile net income to net cash provided
by continuing operating activities:
Depreciation 2,182,165 1,112,511
Amortization 255,191 233,607
Provision for doubtful accounts 39,932 203,460
Deferred taxes (53,791) 311,320
Change in assets and liabilities:
Increase in accounts receivable (256,801) (817,289)
(Increase) decrease in inventories (2,616,619) 575,988
Decrease in income taxes receivable - 845,374
Increase in notes receivable and other assets (376,774) (36,447)
Increase (decrease) in customer deposits 20,123 (253,484)
Increase (decrease) in accounts payable and accrued expenses 646,658 (71,148)
Increase (decrease) in income taxes payable 385,469 (657,239)
Increase (decrease) in merger integration costs and related liabilities (511,494) 179,725
----------- -----------
Net cash provided by continuing operating activities 2,267,307 2,016,159
----------- -----------
Net cash used in discontinued operations - (306,976)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,562,855) (749,556)
Increase in restricted cash (300,000) (333,333)
----------- -----------
Net cash used in investing activities (2,862,855) (1,082,889)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of notes payable to stockholders (77,692) (73,193)
Proceeds of other long-term debt 5,769,725 500,000
Payments of other long-term debt (6,011,684) (940,356)
Treasury stock purchase (76,589) -
Proceeds from exercise of stock options 113,751 21,216
----------- -----------
Net cash used in financing activities (282,489) (492,333)
----------- -----------
Effect of exchange rate changes on cash 4,582 -
----------- -----------
NET INCREASE (DECREASE) IN CASH (873,455) 133,961
Cash - beginning of period 1,326,231 367,011
----------- -----------
Cash - end of period $ 452,776 $ 500,972
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
CASH PAID DURING THE PERIOD:
Interest $ 542,303 $ 436,792
Income taxes $ 1,486,713 $ 3,407
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
FOILMARK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNUADITED)
1. The accompanying consolidated financial statements of Foilmark, Inc., and
subsidiaries ("Foilmark" or the "Company") for the three and nine month
periods ended March 31, 2000 and 1999 have been prepared in accordance with
generally accepted accounting principles and with the instructions to Form
10-Q and Article 10 of Regulation S-X. These consolidated financial
statements have not been audited by independent public accountants but
include all adjustments (consisting of only normal recurring adjustments)
which are, in the opinion of management, necessary for a fair presentation
of the financial condition, results of operations and cash flows for such
periods. These consolidated financial statements do not include all
disclosures associated with annual financial statements and accordingly
should be read in conjunction with the consolidated financial statements
and notes thereto included in the Company's Annual Report on Form 10-K,
dated September 28, 1999, as filed with the Securities and Exchange
Commission, a copy of which is available from the Company upon request. The
results for the three and nine months ended March 31, 2000 are not
necessarily indicative of the operating results for the remainder of the
year.
2. In April 1999, the Board of Directors of Foilmark, Inc., changed the fiscal
year end from December 31 to June 30. The change was in anticipation of the
merger with HoloPak Technologies, Inc., which had a March 31 fiscal year.
The change became effective for the six months ended June 30, 1999.
3. On April 23, 1999, HoloPak merged into a subsidiary of Foilmark. HoloPak
shareholders received 1.11 shares of Foilmark common stock, par value $0.01
per share, plus $1.42 in cash for each share of HoloPak common stock, or a
total of 3,715,935 shares of common stock and $4,753,718 in cash. The
Company's results of operations for the three and nine month periods ended
March 31, 2000 include HoloPak for the complete three and nine month
periods. As of March 31, 2000, accrued merger integration costs totaled
$1,328,011, down from $1,839,505 at June 30, 1999. These remaining accrued
costs are principally related to personnel costs, expected to be paid out
in the next three months or during the term of the underlying employment
agreements, and costs associated with lease terminations, expected to be
paid out during the term of the underlying lease agreements. The decrease
is due to payments made during the fiscal 2000 period against the accrued
merger integration liability account.
4. The composition of inventories as of March 31, 2000 and June 30, 1999 was
as follows:
MARCH 31, 2000 JUNE 30, 1999
-------------- -------------
(unaudited)
Raw Materials $ 4,438,858 $ 4,073,544
Work in Process 3,757,279 2,347,004
Finished Goods 7,475,894 6,618,638
------------- -------------
Total $15,672,031 $13,039,186
=========== ===========
6
<PAGE>
5. The following table sets forth the segment financial information for the
three months ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>
HOT STAMP PAD PRINT CORPORATE AND
FOIL HOLOGRAPHY AND SUPPLIES UNALLOCATED TOTAL
--------- ---------- ------------ ------------- -----
<S> <C> <C> <C> <C> <C> <C>
Sales to External Customers 2000 8,779,243 6,416,074 1,719,918 -- 16,915,235
1999 5,537,839 814,433 1,843,026 -- 8,195,298
Segment Profit (Loss) 2000 418,673 1,342,296 111,622 (258,916) 1,613,675
1999 314,059 26,459 270,575 (125,349) 485,744
</TABLE>
The following table sets forth the segment financial information for the nine
months ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>
HOT STAMP PAD PRINT CORPORATE AND
FOIL HOLOGRAPHY AND SUPPLIES UNALLOCATED TOTAL
--------- ---------- ------------ -------------- -----
<S> <C> <C> <C> <C> <C> <C>
Sales to External Customers 2000 26,084,114 18,115,631 5,087,102 -- 49,286,847
1999 15,672,700 2,188,036 5,388,190 -- 23,248,926
Segment Profit (Loss) 2000 1,535,768 3,258,454 107,476 (783,555) 4,118,143
1999 767,620 50,477 156,020 (450,087) 524,030
</TABLE>
6. Accumulated other comprehensive income (loss) included in the accompanying
consolidated balance sheets represents the effect of the change in foreign
currency exchange rates. Comprehensive income for the three and nine month
periods ended March 31, 2000 was $963,661 and $2,649,117, respectively.
Comprehensive income for the three and nine months ended March 31, 1999 was
$306,020 and $389,781, respectively.
7. Basic income per share is computed by dividing net income by the weighted
average number of shares outstanding for the year. Diluted income per share
is similar except that the weighted average number of shares outstanding is
increased by shares issuable upon exercise of stock options for which
market price exceeds exercise price, less shares which could have been
purchased by the Company with the related proceeds unless the effect is
antidilutive.
A reconciliation of the weighted average number of shares outstanding used
in the computation of the basic and diluted income per share for the three
and nine months ended March 31, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>
3 Mos. Ended 3 Mos. Ended 9 Mos. Ended 9 Mos. Ended
3/31/00 3/31/99 3/31/00 3/31/99
------------ ------------- ------------- -------------
<S> <C> <C> <C> <C>
Weighted Average Shares--Basic 7,944,025 4,182,588 7,920,957 4,178,475
Effect of Dilutive Stock Options 353,424 -- 310,612 --
------------ ------------ ------------ ------------
Weighted Average Shares--Diluted 8,297,449 4,182,588 8,231,569 4,178,475
============ ============ ============ =========
Antidilutive Stock Options 883,121 544,147 897,160 556,961
============ ============ ============ ============
</TABLE>
7
<PAGE>
8. In November 1999, the Board of Directors of the Company approved the
repurchase of up to $1 million of the Company's common stock in the open
market. As of March 31, 2000, 24,600 shares were repurchased at an average
price per share of $3.11 for an aggregate amount of $76,589.
9. In the fiscal 2000 second quarter, the Company sold a supply product line
for cash and notes receivable amounting to $600,000. The sale consisted
primarily of inventory at cost and intangibles, including trade name and
engineering drawings. The Company did not recognize any gain or loss on
this transaction, as the proceeds were equal to the net carrying value of
the assets.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The following discussion and analysis includes certain forward-looking
statements, which are subject to a number of risks and uncertainties as
described in Management's Discussion and Analysis in the Company's Annual Report
on Form 10-K for the year ended June 30, 1999. Such forward-looking statements
are based on current expectations, and actual results may differ materially.
RECENT INFORMATION
On April 23, 1999, HoloPak Technologies, Inc. ("HoloPak") merged into a
subsidiary of Foilmark. HoloPak shareholders received 1.11 shares of Foilmark
common stock, par value $0.01 per share, plus $1.42 in cash for each share of
HoloPak common stock. Foilmark issued a total of 3,715,935 shares and $4,753,718
in cash. The results of operations for the three and nine months ended March 31,
2000 include HoloPak.
NET SALES for the three months ended March 31, 2000 were $16.9 million, compared
to $8.2 million for the same 1999 three month period. The 106% increase in
revenues, or $8.7 million, was primarily the result of the addition of HoloPak.
Net sales for the nine months ended March 31, 2000 increased by 112% to $49.3
million from $23.2 million for the same nine months in 1999, primarily as a
result of the HoloPak merger.
GROSS PROFIT for the three and nine months ended March 31, 2000 was 32.9% and
31.5%, respectively, compared to 31.6% and 29.6% for the three and nine months
ended March 31, 1999, respectively. The improvement in gross profit was due in
part to the increase as a percentage to total sales of the higher margin
holographic products. For the three and nine months ended March 31, 2000,
holographic products as a percentage of total net sales were 38% and 37%,
respectively, compared to 10% and 9% for the prior year three and nine month
periods.
Additionally, as a result of the merger, the Company was able to transfer the
manufacturing of specific products to the New Jersey and Massachusetts plants.
This change to focused facilities resulted in longer production runs at both
locations, improving efficiencies and lowering waste.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES were $3.8 million and $10.8
million, respectively, for the three and nine months ended March 31, 2000,
compared to $1.9 million and $5.9 million for the same three and nine month
periods in 1999. The increase of $1.9 and $4.9 million, respectively, for the
three and nine months ended March 31, 2000 was primarily the result of the
HoloPak merger, which did not have any effect on the comparable 1999 periods.
Selling, general and administrative expenses as a percentage of sales for the
three and nine months ended March 31, 2000 were 22.2% and 21.9%, respectively,
down from 23.7% and 25.2%, respectively, from the comparable periods in 1999.
The reduction in selling, general and administrative expenses as a percentage of
total sales is due to the elimination of duplication of salaries and related
expenses as a result of the merger. Additionally, sales increased by 112% for
the nine months ended March 31, 2000, while expenses increased by 84% for the
same nine month period.
9
<PAGE>
INCOME FROM OPERATIONS increased to $1.8 million for the three months ended
March 31, 2000, compared to $.7 million for the three months ended March 31,
1999. For the nine months ended March 31, 2000, income from operations was $4.8
million, compared to $1.0 million for the comparable period in 1999, an increase
of $3.8 million, or 380%. The increase in income from operations for both the
three and nine months of 2000 compared to the corresponding periods in 1999 was
a result of more than a 100% increase in revenues, higher gross profit
percentages and a decrease in selling, general and administrative expenses as a
percentage of sales.
INTEREST EXPENSE-NET increased to $205,000 for the three months ended March 31,
2000 from $166,000 for the same three month period in 1999. For the nine month
period in 2000, interest expense rose to $638,000, compared to $513,000 for the
comparable period in 1999. The increase in interest expense is due to the
increase in bank debt as a result of the HoloPak acquisition.
PROVISION FOR INCOME TAXES totaled $1,565,000 for the nine months and $613,000
for the three months ended March 31, 2000. This compares to an income tax
provision of $134,000 and $180,000 for the comparable 1999 nine and three month
periods, respectively. The effective tax rate for the current fiscal year is
expected to be 38%.
NET INCOME AND NET INCOME PER SHARE were $1.0 million, or $0.12 per diluted
share, for the three months ended March 31, 2000 and $2.6 million, or $0.31 per
diluted share, for the nine months ended March 31, 2000. This compares to net
income of $.3 million, or $0.07 per share, and net income of $.4 million, or
$0.09 per share, respectively, for the three and nine months ended March 31,
1999. The increase in net income and income per share for the three and nine
months ended March 31, 2000, compared to 1999, is attributable to the
substantial increase in revenues of $8.7 million and $26.1 million,
respectively, higher gross profit percentages, and a decrease in selling,
general and administrative expenses as a percentage of sales, as discussed
above.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, tangible net worth increased to $21.7 million from $18.8
million at June 30, 1999. Working capital was $18.7 million at March 31, 2000,
up from $18.0 million at June 30, 1999. During the 2000 third quarter, the
Company borrowed $1.3 million from its available bank credit line. The proceeds
were used to partially fund the ongoing capital expenditures expansion program
previously approved by the Board of Directors. The Company has received
preliminary approval from the New Jersey Economic Development Authority to issue
$4.5 million of tax-exempt bonds to finance the New Jersey portion of the
expansion. Interest rate on the bonds, which will be purchased by the bank, will
be 5.85% fixed for eight years. Final approval and closing are expected to take
place during May.
In November 1999, the Board of Directors of the Company approved the repurchase
of up to $1 million of the Company's common stock in the open market. As of
March 31, 2000, 24,600 shares were repurchased at an average price per share of
$3.11 for an aggregate amount of $76,589.
In the fiscal 2000 second quarter, the Company sold a supply product line for
cash and notes receivable amounting to $600,000. The sale consisted primarily of
inventory at cost and intangibles, including trade name and engineering
drawings. The Company did not recognize any gain or loss on this transaction, as
the proceeds were equal to the net carrying value of the assets.
The Company was in full compliance with the financial covenants of the bank loan
agreement as of March 31, 2000. The Company believes it has sufficient funds
from operations and available bank lines to meet its operating needs for the
foreseeable future.
10
<PAGE>
OTHER MATTERS
During the last quarter of calendar 1999, the Company implemented a new software
application that was Y2K compliant. The software was installed and tested in
October and was operational November 1, 1999. The Company's new network hardware
and software were fully compliant. The Company is not aware of any year 2000
issues that have affected its business.
To date, the Company is not aware of any Y2K-related problems experienced by its
customers or vendors subsequent to January 1, 2000.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS Not Applicable
ITEM 2 - CHANGES IN SECURITIES Not Applicable
ITEM 3 - DEFAULTS UPON SENIOR SECURITY Not Applicable
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable
ITEM 5 - OTHER INFORMATION Not Applicable
ITEM 6 - OTHER PROCEEDINGS Not Applicable
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.
FOILMARK, INC.
(Registrant)
Date: May 8, 2000 /s/ Frank J. Olsen, Jr.
--------------------------
Frank J. Olsen, Jr.
President and
Chief Executive Officer
Date: May 8, 2000 /s/ Philip Leibel
---------------------------
Philip Leibel
Vice President-Finance and
Chief Financial Officer
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000914066
<NAME> FOILMARK, INC.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> MAR-31-2000
<CASH> 452,776
<SECURITIES> 0
<RECEIVABLES> 11,922,560
<ALLOWANCES> 930,993
<INVENTORY> 15,672,031
<CURRENT-ASSETS> 30,123,119
<PP&E> 51,500,227
<DEPRECIATION> 36,935,652
<TOTAL-ASSETS> 50,460,109
<CURRENT-LIABILITIES> 11,455,480
<BONDS> 0
0
0
<COMMON> 79,822
<OTHER-SE> 25,864,809
<TOTAL-LIABILITY-AND-EQUITY> 50,460,109
<SALES> 49,286,847
<TOTAL-REVENUES> 49,286,847
<CGS> 33,755,842
<TOTAL-COSTS> 44,531,601
<OTHER-EXPENSES> (1,012)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 638,115
<INCOME-PRETAX> 4,118,143
<INCOME-TAX> 1,564,895
<INCOME-CONTINUING> 2,553,248
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,553,248
<EPS-BASIC> 0.32
<EPS-DILUTED> 0.31
</TABLE>
