UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-21018

TUFCO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		39-1723477
(State of other jurisdiction of incorporation of organization)		(IRS Employer ID No.)

PO BOX 23500 Green Bay, WI 54305
(Address of principal executive offices)(Zip code)

(920) 336-0054
(Registrant’s telephone number, including area code)

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller Reporting Company þ
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each or the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding as of February 14, 2011
Common Stock, par value $0.01 per share		4,308,947

 

 

TUFCO TECHNOLOGIES, INC.

Index

		Page
		Number
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of December 31, 2010 and September 30, 2010			3
Condensed Consolidated Statements of Operations for the three months ended December 31, 2010 and 2009			4
Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2010 and 2009			5
Notes to Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			9
Item 3. Quantitative and Qualitative Disclosures About Market Risk			12
Item 4 Controls and Procedures			13
PART II: OTHER INFORMATION
Item 1 Legal Proceedings			14
Item 1A. Risk Factors			14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			14
Item 3. Defaults Upon Senior Securities			14
Item 4. [Removed and Reserved]			14
Item 5. Other Information			14
Item 6. Exhibits			14
SIGNATURES			15
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I. FINANCIAL INFORMATION

ITEM 1. Condensed Consolidated Financial Statements

TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES

		December 31,				September 30,
		2010				2010
Assets
CURRENT ASSETS:
Cash		$	6,842			$	7,899
Accounts receivable-net			13,350,519				14,211,275
Inventories-net			17,410,815				14,329,857
Prepaid expenses and other current assets			363,731				157,269
Income taxes receivable			16,343				16,430
Deferred income taxes			364,680				364,680
Total current assets			31,512,930				29,087,410
PROPERTY, PLANT AND EQUIPMENT-Net			18,308,721				18,640,263
GOODWILL			7,211,575				7,211,575
OTHER ASSETS-Net			136,411				135,865
TOTAL		$	57,169,637			$	55,075,113
Liabilities and Stockholders’ Equity
CURRENT LIABILITIES:
Revolving line of credit		$	6,645,701			$	4,476,736
Current portion of note payable			248,110				244,577
Accounts payable			10,304,131				9,974,560
Accrued payroll, vacation and payroll taxes			541,706				554,967
Other current liabilities			382,831				435,167
Total current liabilities			18,122,479				15,686,007
LONG-TERM PORTION OF NOTE PAYABLE			963,598				1,026,966
DEFERRED INCOME TAXES			2,151,051				2,257,071
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Common stock, $.01 par value - 9,000,000 shares authorized; 4,708,741 shares issued			47,087				47,087
Non-voting common stock, $.01 par value — 2,000,000 shares authorized and unissued			—				—
Preferred stock, $.01 par value — 1,000,000 shares authorized and unissued			—				—
Additional paid-in capital			25,503,472				25,497,814
Retained earnings			12,539,407				12,717,625
Treasury stock — 399,794 common shares at cost			(2,157,457	)			(2,157,457	)
Total stockholders’ equity			35,932,509				36,105,069
TOTAL		$	57,169,637			$	55,075,113

TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES

		THREE MONTHS ENDED
		DECEMBER 31,
		2010				2009
NET SALES		$	24,161,110			$	20,042,056
COST OF SALES			23,058,234				18,997,829
GROSS PROFIT			1,102,876				1,044,227
OPERATING EXPENSES:
Selling, general & administrative			1,339,916				1,276,798
OPERATING LOSS			(237,040	)			(232,571	)
OTHER (EXPENSE) INCOME:
Interest expense			(64,365	)			(22,531	)
Interest income and other income			17,166				15,387
LOSS BEFORE INCOME TAXES			(284,239	)			(239,715	)
INCOME TAX BENEFIT			(106,021	)			(89,413	)
NET LOSS		$	(178,218	)		$	(150,302	)
BASIC LOSS PER SHARE:
Net Loss		$	(0.04	)		$	(0.03	)
DILUTED LOSS PER SHARE:
Net Loss		$	(0.04	)		$	(0.03	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic			4,308,947				4,308,947
Diluted			4,308,947				4,308,947

See notes to condensed consolidated financial statements.

TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES

		THREE MONTHS ENDED
		December 31,
		2010				2009
OPERATING ACTIVITIES
Net loss		$	(178,218	)		$	(150,302	)
Noncash items in net loss:
Depreciation and amortization of property, plant and equipment			715,875				672,674
Deferred income taxes			(106,020	)			(2,369	)
Stock-based compensation expense			5,658				6,349
Changes in operating working capital:
Accounts receivable			860,756				(28,854	)
Inventories			(3,080,958	)			(2,160,167	)
Prepaid expenses and other assets			(207,008	)			(297,703	)
Accounts payable			212,913				878,821
Accrued and other current liabilities			(65,597	)			10,167
Income taxes receivable			87				(89,045	)
Net cash used in operating activities			(1,842,512	)			(1,160,429	)
INVESTING ACTIVITIES
Additions to property, plant and equipment			(267,675	)			(1,177,971	)
Net cash used in investing activities			(267,675	)			(1,177,971	)
FINANCING ACTIVITIES
Net borrowings of revolving debt			2,168,965				2,340,879
Principal payments on note payable			(59,835	)			—
Net cash provided by financing activities			2,109,130				2,340,879
NET (DECREASE) INCREASE IN CASH			(1,057	)			2,479
CASH:
Beginning of period			7,899				4,092
End of period		$	6,842			$	6,571
NONCASH SUPPLEMENTAL INFORMATION:
Change in construction payable		$	116,658			$	54,663

TUFCO TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended December 31, 2010 and 2009
(Unaudited)

1.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by Tufco Technologies, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of the Company, include all adjustments necessary for a fair statement of results for each period shown (unless otherwise noted herein, all adjustments are of a normal recurring nature). Operating results for the three month period ended December 31, 2010 are not necessarily indicative of results expected for the remainder of the year. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such SEC rules and regulations. The Company believes that the disclosures made are adequate to prevent the financial information given from being misleading. The Company’s fiscal 2010 Annual Report on Form 10-K contains a summary of significant accounting policies and includes the consolidated financial statements and the notes to the consolidated financial statements. The same accounting policies are followed in the preparation of interim reports. The Company’s condensed consolidated balance sheet at September 30, 2010 was derived from the audited consolidated balance sheet. It is suggested that these condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended September 30, 2010.

2.

Financial Instruments

Financial instruments consist of cash, receivables, payables, debt, and letters of credit. Their carrying values are estimated to approximate their fair values unless otherwise indicated due to their short maturities, variable interest rates and comparable borrowing costs for equipment loans.

3.

Earnings Per Share

Basic earnings per share is computed using the weighted average number of common shares outstanding. Diluted earnings per share includes common stock equivalents from dilutive stock options outstanding during the year. During the three months ended December 31, 2010 and 2009, options to purchase 331,150 and 310,650 shares, respectively, were excluded from the diluted earnings per share computation as the effects of including such options would have been anti-dilutive.

4.

Inventories

Inventories consist of the following:

		December 31,				September 30,
		2010				2010
Raw materials		$	13,386,786			$	11,368,089
Finished goods			4,024,029				2,961,768
Total inventories		$	17,410,815			$	14,329,857

Notes to condensed consolidated financial statements—(continued)

5.

Goodwill

As previously disclosed, the Company tests goodwill annually at the reporting unit level for impairment as of June 30. The operating segments herein also represent the Company’s reporting units for goodwill purposes. The Company uses a discounted cash flow analysis to estimate reporting unit fair values and also considers multiples of relevant companies. In determining the fair values of the reporting units, the Company was required to make certain assumptions and cannot predict what future events may occur that could adversely affect the reported value of its goodwill. Management noted no indicators of impairment during the three months ended December 31, 2010 to indicate that the annual goodwill impairment test should be accelerated. However, there can be no assurance that valuation multiples will not decline, growth rates will not be lower than expected, discount rates will not increase, or the projected cash flows of the individual reporting units will not decline.

6.

Revolving Line of Credit and Note Payable

On March 15, 2010, the Company entered into an $8.0 million amended and restated unsecured revolving line of credit facility with a termination date of January 31, 2011. On December 28, 2010, the Company further amended its credit agreement to increase the revolving credit availability from $8.0 million to $10.0 million, extend its termination date to January 31, 2012 and modify the required levels of after tax net income (or loss) under its financial covenants for periods commencing December 31, 2010 and thereafter. The Company’s revolving line of credit is classified as a current liability on the accompanying balance sheets because provisions in the credit agreement include deposit account requirements and a material adverse effect covenant which is subjective in nature. Borrowings under the new credit facility bear interest at a rate equal to LIBOR plus 2.50%. The Company is required to pay a non-usage fee of .50% per annum on the unused portion of the facility.

Availability under the facility is based upon specified percentages of eligible accounts receivable and inventory. The credit agreement is unsecured. The credit agreement contains certain covenants, including requirements to maintain a minimum tangible net worth and net income (or net loss) within specified levels.

As of December 31, 2010, the Company had approximately $3.4 million available and $6.6 million outstanding under its revolving credit line pursuant to its credit agreement.

7.

Stock Based Compensation

During the three months ended December 31, 2009 employees of Tufco Technologies Inc. received discretionary grants on November 30, 2009 to acquire 14,000 shares of common stock under Tufco’s 2003 Non-Qualified Stock Option Plan at an exercise price of $3.19 per share, the closing price of the Company’s common stock on the Nasdaq market as of that date. The grant date fair value of these options was estimated at $2.26 using the Black-Sholes option-pricing model with the following assumptions: risk-free interest rate of 0.67%, expected volatility of 121.4%, no dividend yield and an expected life of three years. No options were granted to employees during the three months ended December 31, 2010.

8.

Segment Information

The Company operates in a single industry since it manufactures and distributes custom paper-based and nonwoven products, and provides contract manufacturing, specialty printing and related services on these types of products. The Company does, however, separate its operations and prepares information for management use by the market segment aligned with the Company’s products and services. Corporate costs, such as interest income, interest expense and income tax (benefit) expense are recorded under the Corporate and Other segment. Such market segment information is summarized below. The Contract Manufacturing segment provides services to multinational consumer products companies while the Business Imaging segment manufactures and distributes printed and unprinted business imaging paper products for a variety of business needs.

Substantially all of the Company’s revenues are attributed to domestic external customers. There are no long-lived assets located outside of the United States.

Notes to condensed consolidated financial statements—(continued)

Three Months Ended		Contract				Business				Corporate
December 31, 2010		Manufacturing				Imaging				and Other				Consolidated
Net sales		$	18,596,760			$	5,564,350			$	—			$	24,161,110
Gross profit			815,935				286,941				—				1,102,876
Operating income (loss)			417,093				(6,960	)			(647,173	)			(237,040	)
Depreciation and amortization expense			685,737				29,938				200				715,875
Capital expenditures			142,500				125,175				—				267,675

Three Months Ended		Contract				Business				Corporate
December 31, 2009		Manufacturing				Imaging				and Other				Consolidated
Net sales		$	13,947,418			$	6,094,638			$	—			$	20,042,056
Gross profit			678,243				365,984				—				1,044,227
Operating income (loss)			322,919				64,073				(619,563	)			(232,571	)
Depreciation and amortization expense			619,680				52,401				593				672,674
Capital expenditures			1,146,158				31,813				—				1,177,971

		Contract				Business				Corporate
December 31, 2010		Manufacturing				Imaging				and Other				Consolidated
Assets:
Inventories-net		$	13,526,436			$	3,884,379			$	—			$	17,410,815
Property, plant and equipment-net			16,368,170				1,937,887				2,664				18,308,721
Accounts receivable and other (including goodwill)			14,861,637				6,064,188				524,276				21,450,101
Total assets		$	44,756,243			$	11,886,454			$	526,940			$	57,169,637

		Contract				Business				Corporate
September 30, 2010		Manufacturing				Imaging				and Other				Consolidated
Assets:
Inventories-net		$	11,096,525			$	3,233,332			$	—			$	14,329,857
Property, plant and equipment-net			16,798,025				1,839,374				2,864				18,640,263
Accounts receivable and other (including goodwill)			15,333,831				6,246,288				524,874				22,104,993
Total assets		$	43,228,381			$	11,318,994			$	527,738			$	55,075,113

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

Management’s discussion of the Company’s fiscal 2011 results in comparison to fiscal 2010 contains forward-looking statements regarding current expectations, risks and uncertainties for future periods. The actual results could differ materially from those discussed herein due to a variety of factors such as the Company’s ability to increase sales, changes in customer demand for its products, cancellation of production agreements by significant customers including two Contract Manufacturing customers it depends upon for a significant portion of its business, its ability to meet competitors’ prices on products to be sold under these production agreements, the effects of the economy in general, including the current economic downturn, the Company’s ability to refinance or replace its line of credit, which expires January 31, 2012, the Company’s inability to benefit from any general economic improvements, material increases in the cost of raw materials, competition in the Company’s product areas, the ability of management to successfully reduce operating expenses including labor and waste costs in relation to net sales, the Company’s ability to increase sales and earnings as a result of new projects, including its canister line introduced in fiscal 2009, the Company’s ability to successfully install new equipment on a timely basis, the Company’s ability to continue to produce new products, the Company’s ability to return to profitability and then continue to improve profitability, the Company’s ability to successfully attract new customers through its sales initiatives and strengthening its new business development efforts and the Company’s ability to improve the run rates for its products. Therefore, the financial data for the periods presented may not be indicative of the Company’s future financial condition or results of operations.

General Information:

Tufco is a leader in providing diversified contract wet and dry wipes converting and printing, as well as specialty printing services and business imaging products. The Company’s business strategy is to continue to place its converting at the leading edge of existing and emerging growth opportunities. The Company works closely with its customers to develop products or perform services which meet or exceed the customers’ quality standards, and then uses the Company’s operating efficiencies and technical expertise to supplement or replace its customers’ own production and distribution functions.

The Company’s technical proficiencies include wide web flexographic printing, wet and dry wipe converting, hot melt adhesive lamination, folding, integrated downstream packaging and quality and microbiological process management and the manufacture and distribution of business imaging paper products.

The Company has manufacturing operations in Green Bay, WI, which is ISO certified, and Newton, NC. The Company’s corporate headquarters, including corporate support services, are located in Green Bay, WI.

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 period-to-period changes in these items are as follows (dollars in thousands):

		Three Months Ended								Period-to-Period
		December 31,								Change
		2010				2009				$				%
Net Sales		$	24,161			$	20,042			$	4,119				21	%
Gross Profit			1,103				1,044				59				6	%
			4.6	%			5.2	%
Operating Expenses			1,340				1,277				63				5	%
			5.5	%			6.4	%
Operating Loss			(237	)			(233	)			(4	)			2	%
			(1.0	%)			(1.2	%)
Interest and Other-Net			47				7				40			NM
			0.2	%			0.0	%
Loss Before Income Taxes			(284	)			(240	)			(44	)			18	%
			(1.2	%)			(1.2	%)
Income Tax Benefit			(106	)			(90	)			(16	)			18	%
			(0.4	%)			(0.4	%)
Net Loss		$	(178	)		$	(l50	)			(28	)			19	%
			(0.7	%)			(0.7	%)
Basic and Diluted Loss per Share		$	(0.04	)		$	(0.03	)

		Three Months Ended
		December 31,
		2010								2009
						% of								% of				Period-to-Period Change
		Amount				Total				Amount				Total				$				%
Net Sales
Contract Manufacturing and printing		$	18,597				77	%		$	13,947				70	%		$	4,650				33	%
Business Imaging paper products			5,564				23	%			6,095				30	%			(531	)			(9	%)
Net Sales		$	24,161				100	%		$	20,042				100	%		$	4,119				21	%

		2010								2009
						Margin								% of				Period-to-Period Change
		Amount				%				Amount				Total				$				%
Gross Profit
Contract Manufacturing and printing		$	816				4	%		$	678				5	%		$	138				20	%
Business Imaging paper products			287				5	%			366				6	%			(79	)			(22	%)
Gross Profit		$	1,103				5	%		$	1,044				5	%		$	59				6	%

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Continued

Net Sales:

Consolidated net sales increased $4.1 million (21%) to $24.2 million in the first quarter of fiscal 2011, when compared to the same period last year. This was due to an increase of $4.6 million (33%) in the Contract Manufacturing segment partially offset by a decrease of $0.5 million (9%) in the Business Imaging segment.

The Company depends on two Contract Manufacturing customers for a significant portion of its business. One customer accounted for 21% of the Company’s total net sales in the first quarter of fiscal 2011 compared to 21% for the same period in fiscal 2010. The other significant customer accounted for 38% of the Company’s total net sales in the first quarter of fiscal 2011 compared to 25% for the same period in fiscal 2010.

In Contract Manufacturing, though it is showing significant sales growth, that number is impacted as the segment’s product mix has a larger materials content and the pass through of these material costs, while increasing sales, does not increase profitability. The Company does see demand increasing in Contract Manufacturing from both existing customers and new customers. Its expanded product and service offerings as well as its targeted new market channels are showing positive results. In Business Imaging, the segment is concentrating on, and executing the expansion of its customer base. The segment is seeing an increase in paper pricing coupled with competitive supply increases, creating pricing pressure in the face of higher cost. Both segments have been affected by the overall slowdown in the economic environment.

Gross Profit:

Consolidated gross profit increased $59,000 (6%) for the first quarter of fiscal 2011 when compared to the first quarter of fiscal 2010. This was due to an increase of $138,000 (20%) in the Contract Manufacturing segment, which was partially offset by a decrease of $79,000 (22%) in the Business Imaging segment.

In Contract Manufacturing, the increase in gross profit in the first quarter of fiscal 2011 was primarily due to the increase in sales mentioned above. In Business Imaging, the decrease in gross profit for the first three months of fiscal 2011 was largely due to the decrease in sales volume combined with a slight increase in material costs. The effect of the overall economic slowdown had a negative impact on both segments.

Operating Expenses:

Selling, general and administrative expenses increased $63,000 (5%) for the first quarter of fiscal 2011 when compared to the same period in fiscal 2010 as a result of additional sales personnel and marketing initiatives.

Interest Expense and Other Income (Expense) net:

Interest expense increased $42,000 to $64,000 for the first quarter of fiscal 2011 compared to the same period in fiscal 2010 due to higher average debt outstanding as a result of the Company borrowing from its revolving credit line and obtaining a note payable to fund a portion of its increased working capital and equipment needs.

Net Income:

The Company reported a net loss of $178,000 [per share: $(0.04) basic and diluted] for the first quarter of fiscal 2011, versus a net loss of $150,000 [per share: $(0.03) basic and diluted] for the same period in fiscal 2010. The income tax benefit represents a net operating loss carryforward that the Company expects to realize in the future.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Continued

Liquidity and Capital Resources:

Cash flows used in operations were $1.8 million through the first three months of fiscal 2011, compared to cash used in operations of $1.2 million for the same period last year. Accounts receivable decreased $0.9 million for the first three months of fiscal 2011 while accounts payable increased $0.2 million in the first three months of fiscal 2011 compared to the same period last year, largely due to an increase in materials purchased. Inventories increased $3.1 million, primarily in support of upcoming new product offerings by our customers, promotional runs and purchases in advance of anticipated significant raw material price increases. Depreciation was $0.7 million for the first three months of fiscal 2011.

Net cash used in investing activities was $0.3 million for the first three months of fiscal 2011, primarily related to capital expenditures to support ongoing operational needs.

Net cash provided by financing activities was $2.1 million for the first three months of fiscal 2011, consisting of $2.2 million related to the Company borrowing from its revolving credit line to fund a portion of its increased working capital and equipment needs.

The Company’s primary need for capital resources is to finance inventories, accounts receivable and capital expenditures. As of December 31, 2010, cash recorded on the balance sheet was $6,842.

On March 15, 2010, the Company entered into an $8.0 million amended and restated unsecured revolving line of credit facility with a termination date of January 31, 2011. On December 28, 2010, the Company further amended its credit agreement to increase the revolving credit availability from $8.0 million to $10.0 million, extend its termination date to January 31, 2012 and modify the required levels of after tax net income (or loss) under its financial covenants for periods commencing December 31, 2010 and thereafter. The Company’s revolving line of credit is classified as a current liability on the accompanying balance sheets because provisions in the credit agreement include deposit account requirements and a material adverse effect covenant which is subjective in nature. It is also the Company’s policy to classify borrowings under the revolving line of credit as current based on how it manages working capital. Borrowings under the new credit facility bear interest at a rate equal to LIBOR plus 2.50%. The Company is required to pay a non-usage fee of .50% per annum on the unused portion of the facility.

Availability under the facility is based upon specified percentages of eligible accounts receivable and inventory. The credit agreement is unsecured. The credit agreement contains certain covenants, including requirements to maintain a minimum tangible net worth and net income (or net loss) within specified levels. As of December 31, 2010, the Company was in compliance with all of its covenants under the credit agreement, as amended.

As of February 11, 2011, the Company had approximately $3.1 million available and $6.9 million outstanding under its revolving credit line pursuant to its credit agreement, as amended.

Management believes that the Company’s operating cash flow, together with amounts available under its credit agreement, are adequate to service the Company’s current obligations as of December 31, 2010 and any budgeted capital expenditures, assuming the Company meets its business plan.

The Company intends to retain earnings to finance future operations and expansion and does not expect to pay any dividends within the foreseeable future.

Off Balance Sheet Arrangements:

The Company has no Off Balance Sheet Arrangements (as defined in Item 303(a)(4) of Regulation S-K).

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

ITEM 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act) were effective as of the end of the Company’s fiscal quarter ended December 31, 2010.

There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended December 31, 2010, that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

The Company is subject to lawsuits, investigations, and potential claims arising out of the ordinary conduct of its business. The Company is not currently involved in any material litigation.

ITEM 1A. Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

     None

ITEM 3. Defaults Upon Senior Securities

     None

ITEM 4. [Removed and Reserved]

ITEM 5. Other Information

     None

ITEM 6. Exhibits

31.1

Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

31.2

Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

32.1

Certification furnished pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification furnished Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.