<PAGE> 1
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MAY 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-22183
-----------------------------
MEADE INSTRUMENTS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 95-2988062
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
6001 OAK CANYON, IRVINE, CA 92620
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(949) 451-1450
------------------------
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 [ ]
Number of shares of common stock outstanding as of May 31, 1999 is 7,883,463
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<PAGE> 2
MEADE INSTRUMENTS CORP.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART I -- FINANCIAL INFORMATION
Consolidated Balance Sheets (Unaudited) -- May 31, 1999 and
February 28, 1999......................................... 3
Consolidated Statements of Income (Unaudited) -- Three
Months Ended May 31, 1999 and 1998........................ 4
Consolidated Statements of Cash Flows (Unaudited) -- Three
Months Ended May 31, 1999 and 1998........................ 5
Notes to Consolidated Financial Statements (Unaudited)...... 6
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 7-9
PART II -- OTHER INFORMATION
Other Information........................................... 10
SIGNATURES.................................................. 11
EXHIBIT INDEX............................................... 12
</TABLE>
2
<PAGE> 3
ITEM 1. FINANCIAL STATEMENTS.
MEADE INSTRUMENTS CORP.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
MAY 31, FEBRUARY 28,
1999 1999
----------- ------------
<S> <C> <C>
Current assets:
Cash...................................................... $ 31,000 $ 1,283,000
Accounts receivable, less allowance for doubtful accounts
of $2,635,000 at May 31, 1999 and $2,243,000 at
February 28, 1999...................................... 8,734,000 10,864,000
Inventories............................................... 18,645,000 14,191,000
Deferred income taxes..................................... 3,928,000 3,928,000
Prepaid expenses and other current assets................. 698,000 256,000
----------- -----------
Total current assets.............................. 32,036,000 30,522,000
Other assets................................................ 247,000 274,000
Property and equipment, net of accumulated depreciation of
$2,310,000 at May 31, 1999 and $2,071,000 at February 28,
1999...................................................... 5,269,000 3,828,000
----------- -----------
$37,552,000 $34,624,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank line of credit....................................... $ 483,000 $
Accounts payable.......................................... 3,452,000 1,503,000
Accrued liabilities....................................... 5,760,000 5,386,000
Income taxes payable...................................... 244,000 1,991,000
Current portion of capital lease obligations.............. 349,000 254,000
----------- -----------
Total current liabilities......................... 10,288,000 9,134,000
----------- -----------
Long-term capital lease obligations, net of current
portion................................................... 647,000 223,000
----------- -----------
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value, 20,000,000 shares
authorized; 7,883,463 and 7,882,007 shares issued and
outstanding at May 31, 1999 and February 28, 1999,
respectively........................................... 79,000 79,000
Additional paid-in capital................................ 21,813,000 21,803,000
Retained earnings......................................... 11,646,000 10,502,000
----------- -----------
33,538,000 32,384,000
Unearned ESOP shares...................................... (6,921,000) (7,117,000)
----------- -----------
Total stockholders' equity........................ 26,617,000 25,267,000
----------- -----------
$37,552,000 $34,624,000
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
MEADE INSTRUMENTS CORP.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MAY 31,
-------------------------
1999 1998
----------- -----------
<S> <C> <C>
Net sales................................................... $17,101,000 $14,821,000
Cost of sales............................................... 9,984,000 8,741,000
----------- -----------
Gross profit................................................ 7,117,000 6,080,000
Selling expenses............................................ 2,291,000 2,873,000
General and administrative expenses......................... 2,604,000 1,947,000
Research and development expenses........................... 265,000 245,000
----------- -----------
Operating income............................................ 1,957,000 1,015,000
Interest (income) expense................................... (15,000) 42,000
----------- -----------
Income before income taxes.................................. 1,972,000 973,000
Provision for income taxes.................................. 828,000 419,000
----------- -----------
Net income.................................................. $ 1,144,000 $ 554,000
=========== ===========
Basic earnings per share.................................... $ 0.17 $ 0.08
=========== ===========
Diluted earnings per share.................................. $ 0.16 $ 0.08
=========== ===========
Weighted average number of shares outstanding -- basic...... 6,930,000 6,807,000
=========== ===========
Weighted average number of shares outstanding -- diluted.... 7,240,000 6,954,000
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
MEADE INSTRUMENTS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MAY 31,
------------------------
1999 1998
---------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................ $1,144,000 $ 554,000
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 239,000 192,000
ESOP contribution...................................... 322,000 300,000
Allowance for doubtful accounts........................ 400,000 20,000
Changes in assets and liabilities:
Decrease (increase) in accounts receivable........... 1,730,000 (1,881,000)
Increase in inventories.............................. (4,454,000) (2,031,000)
Increase in prepaid expenses and other assets........ (415,000) (215,000)
Increase in accounts payable......................... 1,949,000 742,000
Increase in accrued liabilities...................... 248,000 566,000
Decrease in income taxes payable..................... (1,747,000) (1,513,000)
---------- -----------
Net cash used in operating activities............. (584,000) (3,266,000)
---------- -----------
Cash flows from investing activities:
Capital expenditures...................................... (1,090,000) (830,000)
---------- -----------
Net cash used in investing activities............. (1,090,000) (830,000)
---------- -----------
Cash flows from financing activities:
Net borrowings under bank line of credit.................. 483,000 2,508,000
Payments under capital lease obligations.................. (71,000) (59,000)
Exercise of stock options................................. 10,000
---------- -----------
Net cash provided by financing activities......... 422,000 2,449,000
---------- -----------
Net decrease in cash........................................ (1,252,000) (1,647,000)
Cash at beginning of period................................. 1,283,000 1,649,000
---------- -----------
Cash at end of period....................................... $ 31,000 $ 2,000
========== ===========
Supplemental disclosures of cash flow information:
Non-cash financing activities:
Equipment financing.................................. $ 590,000
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
A. THE CONSOLIDATED FINANCIAL STATEMENTS HAVE BEEN PREPARED BY THE COMPANY AND
ARE UNAUDITED.
In management's opinion, the information and amounts furnished in this
report reflect all adjustments (consisting of normal recurring adjustments)
considered necessary for the fair presentation of the financial position and
results of operations for the interim periods presented. These financial
statements should be read in conjunction with the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1999.
The Company has experienced, and expects to continue to experience,
substantial fluctuations in its sales, gross margins and profitability from
quarter to quarter. Factors that influence these fluctuations include the volume
and timing of orders received, changes in the mix of products sold, market
acceptance of the Company's products, competitive pricing pressures, the
Company's ability to meet increasing demand and delivery schedules and the
timing and extent of research and development expenses, marketing expenses and
product development expenses. In addition, a substantial portion of the
Company's net sales and operating income typically occur in the third quarter of
the Company's fiscal year primarily due to disproportionately higher customer
demand for less-expensive telescopes during the holiday season. The results of
operations for the quarter ended May 31, 1998 and 1999, respectively, are not
necessarily indicative of the operating results for the entire fiscal year.
B. THE COMPOSITION OF INVENTORIES IS AS FOLLOWS:
<TABLE>
<CAPTION>
MAY 31, 1999 FEBRUARY 28, 1999
------------ -----------------
<S> <C> <C>
Raw materials.................................... $ 3,736,000 $ 3,417,000
Work-in-process.................................. 2,251,000 1,514,000
Finished goods................................... 12,658,000 9,260,000
----------- --------------
$18,645,000 $ 14,191,000
=========== ==============
</TABLE>
C. COMMITMENTS AND CONTINGENCIES
On April 2, 1998 a complaint was filed against the Company alleging
infringement of a U.S. patent by the Company. On April 29, 1999, the Company
filed a motion requesting summary judgment that the Company has not infringed
the patent and a motion requesting summary judgment that the patent is invalid.
On June 30, 1999, the court granted the motion for summary judgment of
non-infringement. On July 2, 1999, the court entered a judgment determining that
the Company has not infringed the patent. The plaintiff retains the right to
file an appeal. If it does so, the Company intends to vigorously defend the
judgment before the appellate court. The ultimate liability of the Company under
this action is not presently determinable. After discussion with counsel, and in
light of the summary judgment, it is the opinion of management that such
liability is not expected to have a material effect on the Company's financial
position or results of operations.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
The nature of the Company's business is seasonal. Historically, sales in
the third quarter have been higher than sales achieved in each of the other
three fiscal quarters of the year. Thus, expenses and, to a greater extent,
operating income vary by quarter. Caution, therefore, is advised when appraising
results for a period shorter than a full year, or when comparing any period
other than to the same period of the previous year.
Three Months Ended May 31, 1999 Compared to Three Months Ended May 31, 1998
Net sales for the first quarter of fiscal 2000 were $17.1 million compared
to $14.8 million for the first quarter of fiscal 1999, an increase of 15.5%.
This increase was principally due to continuing strong accessory sales,
associated in part with continuing increases in sales of less-expensive
telescopes manufactured domestically.
Gross profit increased from $6.1 million (41.0% of net sales) for the first
quarter of fiscal 1999 to $7.1 million (41.5% of net sales) for the first
quarter of fiscal 2000, an increase of 16.4%. The slight increase in gross
profit as a percent of net sales was principally due to the increased sales of
accessories which generally carry higher margins than other product lines.
Selling expenses decreased from $2.9 million (19.6% of net sales) for the
first quarter of fiscal 1999 to $2.3 million (13.4% of net sales) for the first
quarter of fiscal 2000, a decrease of 20.7%. This reflects a reduction of
approximately $900,000 in advertising and other marketing expenses during first
quarter 2000 compared to first quarter 1999. This reduction was partially offset
by increases in allowances for doubtful accounts. The Company expects to incur
this $900,000 expense during its fiscal 2000 second and third quarters to match
advertising expenditures in the general consumer market with anticipated product
introductions and the Company's peak selling season.
General and administrative expenses increased from $1.9 million (12.8% of
net sales) for the first quarter of fiscal 1999 to $2.6 million (15.2% of net
sales) for the first quarter of fiscal 2000, an increase of 36.8%. This increase
was generally due to increases in personnel related costs.
Research and development expenses remained relatively consistent increasing
slightly from $245,000 (1.7% of net sales) for the first quarter of fiscal 1999
to $265,000 (1.5% of net sales) for the first quarter of fiscal 2000, an
increase of 8.2%.
Interest expense was $42,000 for the first quarter of fiscal 1999 compared
to interest income of $15,000 for the first quarter of fiscal 2000, reflecting
significantly lower average borrowings during the first quarter of fiscal 2000
as compared to fiscal 1999.
LIQUIDITY AND CAPITAL RESOURCES
For the three months ended May 31, 1999, the Company funded its operations
with internally generated cash flow and borrowings on its bank line of credit.
Internally generated cash flow from net income, collections on accounts
receivable and increases in accounts payable, were more than offset by increases
in inventories and payment of income taxes. The significant increase in
inventories (up $4.5 million from February 28, 1999 to May 31, 1999) is due to
anticipated sales for the second and third quarters of the Company's fiscal year
2000. Net working capital (current assets less current liabilities) totaled
approximately $21.7 million at May 31, 1999, up from $21.4 million at February
28, 1999. Working capital requirements fluctuate during the year due to the
seasonal nature of the business. These requirements are typically financed
through a combination of internally generated cash flow from operating
activities and short-term bank borrowings.
In January 1998, the Company amended its Loan and Security Agreement (the
"Loan Agreement") to provide (i) a $15.0 million revolving line of credit and
(ii) a $5.0 million term note. The Loan Agreement is secured by the assets of
the Company. The Company had outstanding borrowings under its line of credit of
approximately $483,000 at May 31, 1999.
7
<PAGE> 8
Capital expenditures, including financed purchases of equipment, aggregated
$1.7 million and $830,000 for the three months ended May 31, 1999 and 1998,
respectively. The Company had no material capital expenditure commitments at May
31, 1999.
The Company believes that its internally generated cash flow and borrowing
ability will be sufficient to meet its operating, working capital and capital
expenditure requirements through the next twelve months. In the event the
Company's plans require more capital than is presently anticipated, the
Company's remaining cash balances may be consumed and additional sources of
liquidity, such as debt or equity financings, may be required to meet its
capital needs. There can be no assurance that additional capital beyond the
amounts the Company currently requires will be available on reasonable terms, if
at all.
FORWARD-LOOKING INFORMATION
The preceding "Management's Discussion and Analysis of Financial Conditions
and Results of Operations" section contains various "forward looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities and Exchange Act of 1934, as amended, which
represent the Company's reasonable judgment concerning the future and are
subject to risks and uncertainties that could cause the Company's actual
operating results and financial position to differ materially, including the
following: the Company's ability to expand the markets for telescopes,
binoculars and other optical products as a result of its increased advertising
and marketing efforts; the Company's ability to continue to develop and bring to
market new and innovative products; the Company expanding its distribution
network; the Company experiencing fluctuations in its sales, gross margins and
profitability from quarter to quarter consistent with prior periods; and the
Company's expectation that it will have sufficient funds to meet any working
capital requirements during the foreseeable future with internally generated
cash flow and borrowing ability.
In addition to other information in this report, the Company cautions that
certain factors, including, without limitation, the following, should be
considered carefully in evaluating the Company and its business and that such
factors may cause the Company's actual operating results to differ materially
from those set forth in the forward looking statements described above or to
otherwise be adversely affected: any significant decline in general economic
conditions or uncertainties affecting consumer spending; any general decline in
demand for the Company's products; any inability to continue to design and
manufacture products that will achieve and maintain commercial success; any
failure of the Company to penetrate the binocular market and achieve meaningful
sales; any unexpected termination or interruption of the Company's manufacturing
arrangements, both internally and at the Taiwanese Factory; greater than
anticipated competition; any loss of, or the failure to replace, any significant
portion of the sales made to any significant customer of the Company; the
inherent risks associated with international sales, including variations in
local economies, fluctuating exchange rates (including conversion to Euros),
increased difficulty of inventory management, greater difficulty in accounts
receivable collections, costs and risks associated with localizing products for
foreign countries, changes in tariffs and other trade barriers, adverse foreign
tax consequences, cultural differences affecting product demand and customer
service and burdens of complying with a variety of foreign laws; and the
inherent risks associated with products manufactured or assembled outside of the
United States, including, among other things, imposition of quotas or trade
sanctions, fluctuating exchange rates, shipment delays or political instability
and any material effect on the Company's business and operations by the advent
of the Year 2000.
8
<PAGE> 9
YEAR 2000
The Company has evaluated its enterprise information system software and is
currently evaluating its other internal software applications and operating
systems and the preparedness of third parties with which the Company has
material relationships against anticipated Year 2000 concerns. The Company
currently believes that its business will not be materially affected by the
advent of the Year 2000. The Company has upgraded its enterprise information
system software to a Year 2000 compliant version. The Company has also evaluated
both its products and its machinery and equipment against Year 2000 concerns. As
a result of these evaluations, the Company is not currently aware of any
material exposure to contingencies related to the Year 2000 issue for its
enterprise information system software, its products or its machinery and
equipment. The Company continues to evaluate and test other internal software
applications and operating systems. The Company believes that these evaluations
and tests will not reveal any material Year 2000 issues and that the results of
such evaluations and tests will not require any material expenditures or other
material diversion of resources or have any other material adverse effect on the
Company's operations. The Company believes that its evaluations and tests of
other internal software applications and operating systems will be completed by
late 1999. The Company is currently working with third parties with which it has
material relationships to attempt to determine their preparedness with respect
to Year 2000 issues and to analyze the risk to the Company in the event any such
third parties experience material business interruptions as a result of Year
2000 noncompliance. The Company is currently unable to estimate reasonable
likely worst-case effects of the arrival of the Year 2000 and does not currently
have a contingency plan in place for any such unanticipated negative effects.
The Company is currently analyzing reasonable likely worst-case scenarios and
the need for such contingency planning once the upgrade and testing of internal
systems and review of third-party preparedness described above has been
completed. Such contingency plans may include increased inventory levels,
securing alternate sources of supply and other appropriate measures. Completion
of the Year 2000 contingency plans is expected by late 1999. Once developed,
Year 2000 contingency plans and related cost estimates will be tested in certain
respects and continually refined as additional information becomes available. As
of May 31, 1999 the Company's total incremental costs (historical plus estimated
future costs) of addressing Year 2000 issues are estimated to be approximately
$150,000 of which approximately $60,000 has been incurred. These costs are being
funded through cash flow from operations. These amounts do not include any costs
associated with implementation of the contingency plan, which, as stated above,
is in the process of being developed. Consequently the estimates and completion
dates discussed herein for the various components of the plan are subject to
change.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
9
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PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Meade Instruments Corporation v. Reddwarf Starware, LLC, aka Reddwarf
Instruments, LLC ("Reddwarf"), Civil No. 98-240 GLT. United States District
Court for the Central District of California. Action for declaratory relief
initiated by a complaint filed March 16, 1998, by the Company for declaratory
judgment of non-infringement of Reddwarf's U.S. Patent No. 4,764,881, for
declaratory judgment that Reddwarfs patent is invalid, void and unenforceable,
and for an injunction and damages under Federal antitrust statutes and for an
injunction and other relief under California unfair competition statutes. A
counterclaim dated June 3, 1998 alleging infringement by the Company's LX200
series telescope system (and unspecified other products) of Reddwarf's U.S.
Patent No. 4,764,881 was also filed against the Company. The counterclaim
further alleges that the infringement is willful and seeks unspecified damages,
an injunction and other relief against the Company. The Company contends the
counterclaim is without merit and vigorously contests its allegations. On April
29, 1999, the Company filed a motion requesting summary judgment that the
Company has not infringed Reddwarf's patent and a motion requesting summary
judgment that the patent is invalid. On June 30, 1999, the court granted the
motion for summary judgment of non-infringement. On July 2, 1999, the court
entered a judgment determining that the Company has not infringed Reddwarf's
patent and that Reddwarf shall take nothing by its counterclaim. Reddwarf
retains the right to file an appeal. If it does so, the Company intends to
vigorously defend the judgment before the appellate court. Due to the
uncertainties of litigation, the Company is unable to provide an evaluation of
the likelihood of an unfavorable outcome in the case, or an estimate of the
amount of potential loss in the event of an unfavorable outcome.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
6(a) Exhibits filed with this Form 10-Q
Exhibit No. 27 Financial Data Schedule for the three months ended May
31, 1999.
6(b) Reports on Form 8-K.
None.
10
<PAGE> 11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: July 14, 1999
MEADE INSTRUMENTS CORP.
By: /s/ JOHN C. DIEBEL
------------------------------------
John C. Diebel
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JOHN C. DIEBEL Chairman of the Board and Chief July 14, 1999
- --------------------------------------------------- Executive Officer (Principal
John C. Diebel Executive Officer)
/s/ STEVEN G. MURDOCK Director, President, Chief July 14, 1999
- --------------------------------------------------- Operating Officer and Secretary
Steven G. Murdock
/s/ BRENT W. CHRISTENSEN Vice President, Finance and July 14, 1999
- --------------------------------------------------- Chief Financial Officer
Brent W. Christensen (Principal Financial and
Accounting Officer)
/s/ JOSEPH A. GORDON, JR. Director and Senior Vice July 14, 1999
- --------------------------------------------------- President of North American
Joseph A. Gordon, Jr. Sales
Director
- ---------------------------------------------------
Timothy C. McQuay
Director
- ---------------------------------------------------
Harry L. Casari
</TABLE>
11
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
27 Financial Data Schedule for the three months ended May 31,
1999
</TABLE>
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> FEB-29-2000 FEB-28-1999
<PERIOD-START> MAR-01-1999 MAR-01-1998
<PERIOD-END> MAY-31-1999 MAY-31-1998
<CASH> 31 2
<SECURITIES> 0 0
<RECEIVABLES> 11,369 8,390
<ALLOWANCES> 2,635 505
<INVENTORY> 18,645 13,941
<CURRENT-ASSETS> 32,036 23,743
<PP&E> 7,579 5,131
<DEPRECIATION> 2,310 1,487
<TOTAL-ASSETS> 37,552 27,690
<CURRENT-LIABILITIES> 10,288 8,177
<BONDS> 0 0
0 0
0 0
<COMMON> 79 79
<OTHER-SE> 26,538 26,127
<TOTAL-LIABILITY-AND-EQUITY> 37,552 27,690
<SALES> 17,101 14,821
<TOTAL-REVENUES> 17,101 14,821
<CGS> 9,984 8,741
<TOTAL-COSTS> 9,984 8,741
<OTHER-EXPENSES> 5,160 5,065
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (15) 42
<INCOME-PRETAX> 1,972 973
<INCOME-TAX> 828 419
<INCOME-CONTINUING> 1,144 554
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,144 554
<EPS-BASIC> 0.17 0.08
<EPS-DILUTED> 0.16 0.08
</TABLE>
