<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 September 30, 1995
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 0-7428
CALIFORNIA MICROWAVE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-1668412
(State or other jurisdiction (I.R.S. Employer
of Incorporation) Identification Number)
650 NORTH MARY AVENUE, SUNNYVALE, CALIFORNIA 94086
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 732-4000
- -------------------------------------------------------------------------------
Former name, former address, and former fiscal year, if changed since last
report.
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 of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Classes Outstanding at October 31, 1995
- --------------------------- -------------------------------
<S> <C>
Common Stock $.10 Par Value 15,848,544
</TABLE>
<PAGE> 2
CALIFORNIA MICROWAVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30
-------------------------
1995 1994*
---- -----
<S> <C> <C>
Sales $ 115,763 $ 115,139
Cost of products sold 80,990 82,391
---------- ----------
Gross margin 34,773 32,748
---------- ----------
Expenses:
Research and development 7,166 6,359
Marketing and administration 18,038 16,728
Amortization of intangible assets 547 634
---------- ----------
Total expenses 25,751 23,721
---------- ----------
Operating income 9,022 9,027
Interest expense (1,044) (1,116)
Interest income 1 177
---------- ----------
Income before income taxes 7,979 8,088
Provision for income taxes 2,872 2,911
---------- ----------
Net income $ 5,107 $ 5,177
========== ==========
Net income per share:
Primary $ .31 $ .32
========== ==========
Fully diluted $ .31 $ .31
========== ==========
Average shares and equivalents outstanding:
Primary 16,331 15,936
Fully diluted 18,552 18,293
</TABLE>
* Restated to include the results of Microwave Networks Incorporated which was
acquired in a pooling of interests transaction in May 1995.
See accompanying notes.
-2-
<PAGE> 3
CALIFORNIA MICROWAVE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited, See Note A)
<TABLE>
<CAPTION>
September 30 June 30
1995 1995
------------ -------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 1,639 $ 1,983
Short-term investments 1,017 613
Accounts receivable 104,677 106,635
Inventories 93,733 100,431
Deferred tax assets 11,494 11,494
Prepaid expenses 1,770 1,898
--------- ---------
Total current assets 214,330 223,054
--------- ---------
Net property, plant and equipment 41,274 40,268
Deferred tax assets 5,467 5,467
Intangible and other assets 59,010 57,823
--------- ---------
$ 320,081 $ 326,612
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Borrowings under lines of credit $ 3,750 $ --
Current portion of long-term debt 301 301
Accounts payable 29,243 38,637
Accrued income taxes 4,538 2,892
Other accrued liabilities 45,611 55,403
--------- ---------
Total current liabilities 83,443 97,233
--------- ---------
Long-term liabilities 75,526 75,667
Stockholders' equity:
Common Stock 1,584 1,572
Capital in excess of par value 86,263 84,034
Retained earnings 73,827 68,720
Unamortized restricted stock plan expense (379) (462)
Cumulative translation adjustment (183) (152)
--------- ---------
Total stockholders' equity 161,112 153,712
--------- ---------
$ 320,081 $ 326,612
========= =========
</TABLE>
A- The balance sheet at June 30, 1995 has been derived from the audited
financial statements at that date, but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See accompanying notes.
-3-
<PAGE> 4
CALIFORNIA MICROWAVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
For The Three Months Ended
September 30
---------------------------
1995 1994*
---- -----
<S> <C> <C>
Operating activities:
Net income $ 5,107 $ 5,177
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 3,381 2,691
Amortization of intangible assets 547 634
Other -- 9
Debt issuance costs paid 51 --
Net effect of changes in:
Accounts receivable 1,958 (8,584)
Inventories 6,698 1,152
Prepaid expenses 128 (266)
Accounts payable (9,394) (3,570)
Accrued income taxes 2,124 (195)
Other accrued liabilities (9,792) (5,264)
-------- --------
Net cash provided by (used in) operating activities 808 (8,216)
-------- --------
Investing activities:
Capital expenditures (4,300) (3,391)
Acquisition of MRC -- (9,600)
Other (2,350) (86)
-------- --------
Net cash provided by (used in) investing activities (6,650) (13,077)
-------- --------
Financing activities:
Proceeds from (payments on) debt (5) 433
Proceeds from issuance of common stock 1,753 2,207
Proceeds from short-term borrowings 3,750 7,700
-------- --------
Net cash provided by (used in) financing activities 5,498 10,340
-------- --------
Net increase (decrease) in cash and cash equivalents (344) (10,953)
Cash and cash equivalents at beginning of year 1,983 13,949
-------- --------
Cash and cash equivalents at end of period $ 1,639 $ 2,996
======== ========
Cash paid during the period for:
Interest $ 376 $ 340
Income taxes 1,201 3,247
</TABLE>
* Restated to include the results of Microwave Networks Incorporated which was
acquired in a pooling of interests transaction in May 1995.
See accompanying notes.
-4-
<PAGE> 5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Note 1 - Basis of Presentation
The information at September 30, 1995 and for the three month
periods ended September 30, 1995 and 1994 is unaudited, but
includes all adjustments (consisting only of normal recurring
adjustments) which the management of California Microwave, Inc.
believes are necessary for a fair presentation of the results
for the periods presented. Interim results are not necessarily
indicative of results for a full year. The consolidated interim
financial statements should be read in conjunction with the
audited consolidated financial statements for the year ended
June 30, 1995 included in the California Microwave, Inc. 1995
Annual Report to Stockholders.
Note 2 - Fiscal Periods
The Company's three month and fiscal year periods end on the
Saturday closest to September 30 and June 30, respectively. For
clarity of presentation, all fiscal periods are reported as
ending on a calendar month end.
Note 3 - Reclassifications
Certain fiscal year 1995 amounts have been reclassified to
conform to the fiscal year 1996 presentation.
Note 4 - Inventories
<TABLE>
<CAPTION>
September 30 June 30
1995 1995
------------ -------
<S> <C> <C>
Projects in process $ 23,955 $ 35,062
Less progress billings 9,473 13,358
---------- ----------
14,482 21,704
Work-in-process and finished goods 37,864 38,179
Raw materials and parts 41,387 40,548
---------- ----------
$ 93,733 $ 100,431
========== ==========
</TABLE>
Note 5 - Unbilled Accounts Receivable
Included in accounts receivable at June 30, 1995 and September
30,1995 were $12,650,000 and $10,917,000, respectively, of
unbilled receivables principally due to provisions contained in
certain export contracts and to a lesser degree the billing
provisions of government contracts.
The balance at September 30, 1995 is expected to be billed and
collected within one year.
Note 6 - Stockholders' Equity
The change in capital in excess of par value for the three
months ended September 30, 1995 consists principally of common
stock issuances and tax benefit of options exercised.
-5-
<PAGE> 6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following table sets forth for the periods indicated (i) certain income and
expense items expressed as a percentage of the Company's total sales and (ii)
the percentage change of such items for the three months ended September 30,
1995 compared to the three months ended September 30, 1994. See Consolidated
Statements of Income.
<TABLE>
<CAPTION>
Period to Period
Percent of Sales Increase (Decrease)
---------------- -------------------
Three Months Three Months
Ended Ended
September 30 September 30
------------ ------------
1995 1994 1995 vs 1994
---- ---- ------------
<S> <C> <C> <C>
Sales 100.0% 100.0% 0.5%
Gross margin 30.0 28.4 6.2
Research and development expenses 6.2 5.5 12.7
Marketing and administration expenses 15.6 14.5 7.8
Amortization of intangible assets 0.4 0.6 (13.7)
Operating income 7.8 7.8 -
Interest (expense) net (0.9) (0.8) 11.1
Income before income taxes 6.9 7.0 (1.3)
Net income 4.4 4.5 (1.4)
</TABLE>
The following table sets forth sales by product class and by market sector for
the three months ended September 30, 1995 and 1994 (in thousands):
<TABLE>
<CAPTION>
Sales
-----
Three Months
Ended
September 30
------------
1995 1994
---- ----
<S> <C> <C>
Satellite Communications $ 55,932 $ 43,953
Wireless 41,541 54,020
Intelligence 17,609 15,696
Other 681 1,470
-------- --------
$115,763 $115,139
======== ========
International $ 61,636 $ 60,448
U.S. Commercial 30,929 29,986
U.S. Government 23,198 24,705
-------- --------
$115,763 $115,139
======== ========
</TABLE>
-6-
<PAGE> 7
RESULTS OF OPERATIONS
Sales Sales were $115.8 million and $115.1 million for the three
months ended September 30, 1995 and 1994, respectively, representing an increase
of 1%. Satellite communication and intelligence systems sales increased 27% and
12%, respectively, offsetting a decrease of 23% in wireless sales. The increase
in satellite communications sales was due primarily to investments in
telecommunications infrastructure and to the expansion of existing
telecommunication capacity by foreign countries. The decrease in wireless sales
was principally due to a customer's decision not to purchase additional radios
against a multi-year contract which had significant sales during the first
quarter of fiscal 1995 and slowness during the first quarter of fiscal 1996 in
international cellular markets. Additionally, regulatory and other issues have
delayed at least until the second half of fiscal 1996 the development of the
Personal Communications Services (PCS) market in the United States.
International and U.S. commercial sales increased 2% and 3%, offsetting a 6%
decrease in sales to the U.S. government. Products represented 65% of total
sales in the first quarter of 1996 compared to 66% in the first quarter of 1995,
with the balance represented by system sales.
Gross Margin Gross margin was $34.8 million and $32.7 million for
the three months ended September 30, 1995 and 1994, respectively, representing
an increase of 6%. Gross margin as a percentage of total sales was 30.0% and
28.4% for such periods, respectively. The improvement in gross margin in the
first quarter of fiscal 1996 reflects sales of higher margin products during the
first quarter of fiscal 1996 compared to the first quarter of 1995, offset in
part by the impact on gross margins of decreased wireless sales.
System sales, compared to product sales, include a relatively high
percentage of large subcontracted items to which the Company adds less value and
therefore have lower gross margins. In addition, engineering costs in turnkey
satellite earth stations and intelligence systems are usually customer funded
and are included in costs of products sold. The Company's strategy includes
increasing the proportion of higher margin product sales.
Research and Development Research and development expenses were $7.2
million and $6.4 million for the three months ended September 30, 1995 and 1994,
respectively, representing an increase of 13%. Research and development expenses
as a percentage of total sales were 6.2% and 5.5% for such periods,
respectively. This increase was due primarily to the development of new
satellite networking software and wireless products with higher anticipated
gross margins. The Company anticipates that research and development expenses as
a percentage of sales will remain in the 6% to 7% range for the balance of the
1996 fiscal year.
In general, as stated above, engineering expenditures for turnkey satellite
earth stations and intelligence systems are largely customer funded and are
included in cost of products sold.
Marketing and Administration Marketing and administration expenses
were $18.0 million and $16.7 million for the three months ended September 30,
1995 and 1994, respectively, representing an increase of 8%. Marketing and
administration expenses as a percentage of total sales were 15.6% and 14.5% for
such periods, respectively, reflecting expansion of the Company's international
sales/service presence. The Company anticipates that marketing and
administration expenses as a percentage of sales will remain in the 15% to 16%
range for the balance of the 1996 fiscal year.
Amortization of Intangible Assets Amortization expenses associated
with intangible assets were $.5 million and $.6 million for the three months
ended September 30, 1995 and 1994, respectively. This decrease reflects the $10
million write-down of intangible assets in the fourth quarter of fiscal 1995.
Operating Income Operating income was $9.0 million for each of the
three month periods ended September 30, 1995 and 1994. Operating income as a
percentage of total sales was 7.8% for each of such periods.
-7-
<PAGE> 8
Interest Expense, Net Net interest expense was $1.0 million and
$.9 million for the three month periods ended September 30, 1995 and 1994,
respectively.
Provision for Income Taxes The provision for income taxes was $2.9
million for each of the three month periods ended September 30, 1995 and 1994.
The effective tax rate was 36% for each of such periods.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1995, the Company had working capital of $130.9 million,
including $1.6 million of cash and cash equivalents, compared with working
capital of $125.8 million, including cash and cash equivalents of $2.0 million,
at June 30, 1995.
During the first quarter of fiscal 1996, cash and cash equivalents were
provided by operating income (including depreciation and amortization) and
decreases in accounts receivable and inventories, and were used for the
reduction of accounts payable and payment of year end accrued liabililties,
including payments under incentive agreements and employee benefit plans. The
net result was cash and cash equivalents provided by operations of $.8 million.
During the first quarter of fiscal 1995, cash and cash equivalents were provided
by operating income (including depreciation and amortization ) and decreases in
inventories, and were used to fund growth in accounts receivable and payment of
year-end accounts payable and accrued liabilities. The net result was an
operational cash and cash equivalents outflow of $8.2 million.
The Company's investing activities during the first quarter of fiscal 1996
included capital expenditures of $4.3 million. Total cash used for investing
activities was $6.7 million. Total cash used for investing activities during the
first quarter of fiscal 1995 was $13.1 million, which included $3.4 million of
capital expenditures and a $9.6 million payment to the former shareholders of
Microwave Radio Corporation (MRC) under the 1992 MRC acquisition agreement.
During the first quarter of fiscal 1996, cash and cash equivalents of $5.5
million were provided by financing activities, including sales of $1.8 million
of common stock to employees under on-going stock option and purchase plans and
borrowings of $3.8 million under the Company's credit lines. During the first
quarter of 1995, the Company borrowed $7.7 million under its credit lines and
sold $2.2 million of common stock to employees.
The above activity was responsible for a net decrease in cash and cash
equivalents of $.3 million for the first quarter of fiscal 1996 compared to a
net decrease in cash and cash equivalents of $11.0 million for the first quarter
of fiscal 1995.
In June 1995, the Company recorded restructuring and other charges of
approximately $37 million in connection with a program to reduce costs and
improve operating efficiencies. The program includes, among other things: the
integration of operations within the Company's Wireless Products Group and the
exit by California Microwave-TeleCom Transmission Systems, Inc. (TTS) from the
short-haul radio market, which included certain short-haul radio contracts and
the shifting of short-haul radio sales to MRC; the recording of certain contract
costs at STS; the elimination of excess facilities; the reduction of employees
at Satellite Transmission Systems, Inc. (STS); the write-off of excess inventory
and capital equipment; and the write down of intangible assets.
-8-
<PAGE> 9
Asset writedowns represented approximately $14 million of the charges, and
future cash payments represented approximately $23 million. During the three
months ended September 30, 1995 cash payments approximated $2 million, reducing
the remaining liabililty at September 30, 1995 to approximately $21 million as
shown below (in thousands):
<TABLE>
<CAPTION>
Cash Outlay
-------------------------------
Less:
Asset Writedowns Completed thru
Provision during fiscal 1995 September 30, 1995 Future
--------- ------------------ ------------------ ------
<S> <C> <C> <C> <C>
Contract termination
and other costs $13,450 $ 750 $ 300 $12,400
Excess facilities 4,902 A 955 385 3,562
Severance costs 3,054 A - 564 2,490
Inventory write-offs 227 227 - -
Capital equipment write-offs 1,363 1,363 - -
Other 3,400 600 410 2,390
Intangible asset write-down 10,000 10,000 - -
------- ------- ------ -------
$36,396 $13,895 $1,659 $20,842
======= ======= ====== =======
</TABLE>
A - after reclassification of $1.8 million for excess facilities to severance
costs.
In October 1995, the Company commenced the integration of operations within
the Wireless Products Group by merging the operations of California
Microwave-Microwave Networks Incorporated and TTS. As a result of this merger
and of implementing the restructuring plans, certain amounts totalling $1.8
million originally provided for excess facililties were determined to not be
needed and were reallocated to additional severance costs. There have been no
other material changes in the restructuring plan or in estimates of the
restructuring costs. The Company expects that cash expenditures that will be
incurred to complete the restructuring will not have a material effect on the
Company's liquidity.
The Company has available two unsecured committed credit facilities,
totaling $33.5 million, $25 million of which originally expired in October 1995
and was extended to December 1995, and $8.5 million of which expires in October
1996. At September 30, 1995, there were $3.75 million of borrowings and $10.6
million of standby letters of credit outstanding under these credit lines,
leaving $19.1 million of available credit lines. The Company expects to renew or
replace its credit facility that expires in December 1995 on terms no less
favorable than current terms.
The Company believes that its current cash position, funds generated from
operations and funds available from its credit facilities will be adequate to
meet the Company's requirements for working capital, capital expenditures, debt
service and external investments for the next 12 months.
OTHER FINANCIAL INFORMATION
Bookings Orders booked were $101.4 million and $112.8 million for
the three months ended September 30, 1995 and 1994, respectively, representing a
decrease of 10%. Wireless products and satellite communications bookings
decreased 23% and 14%, respectively, to 40% and 38%, respectively, of total
bookings. These decreases in bookings reflect delays in the satellite
communications and international cellular markets due primarily to difficulties
experienced in obtaining financing by customers in developing countries, such as
those in Latin America.
Backlog Backlog was $217.2 million and $230.3 million at September
30, 1995, and 1994, respectively, representing a decrease of 6%. Approximately
90% of the September 30, 1995 backlog is expected to be delivered within twelve
months.
-9-
<PAGE> 10
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of registrant held on
October 26, 1995, the shareholders:
1. Elected all of the nominees for Director for the ensuing year
as follows:
<TABLE>
<CAPTION>
Name For Against
---- --- -------
<S> <C> <C>
Philip F. Otto 12,868,043 214,790
David B. Leeson 12,778,498 304,335
Robert A. Helliwell 12,948,433 134,400
Gilbert F. Johnson 12,865,170 217,663
Arthur H. Hausman 12,947,042 135,791
Edward E. David, Jr. 12,950,308 132,525
Alfred M. Gray 12,942,468 140,365
J. J. Adorjan 12,941,315 141,518
</TABLE>
2. Approved an amendment to the 1992 Stock Option Plan to provide
a) that the initial stock option award to directors who are not
employees of the Company (non- employee directors) be increased
from 5,000 to 10,000 shares (with current non- employee
directors to receive an option to purchase 5,000 shares by
reason of this change), b) that the annual stock option award
for non-employee directors be increased from 2,000 shares to
3,000 shares for members other than chairs of committees and to
5,000 shares for chairs of committees, and c) that the one year
vesting requirement applicable to options granted to
non-employee directors be removed. The number of shares voted
in favor of the amendment being 12,289,846; the number of
shares voted against being 604,861, the number of abstentions
being 152,061 and non-votes being 36,065.
3. Ratified the selection of Ernst & Young LLP as independent
certified public accountants for the Company, with the number
of shares voted in favor of the ratification being 12,871,733;
the number of shares voted against such ratification being
156,876; and the number of abstentions being 54,224.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 11 - Statement re computation of per share earnings.
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed for the quarter ending
September 30, 1995.
-10-
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
CALIFORNIA MICROWAVE, INC.
November 9, 1995 BY /s/ Philip F. Otto
- ---------------- -------------------------------------
Date Philip F. Otto
President and Chief Executive Officer
Chairman of the Board
November 9, 1995 BY /s/ Garrett E. Pierce
- ---------------- -------------------------------------
Date Garrett E. Pierce
Executive Vice President
Chief Financial Officer
-11-
<PAGE> 12
California Microwae, Inc.
Computation of Per Share Earnings
Exhibit 11
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
September 30, 1995 September 30, 1994
------------------ ------------------
<S> <C> <C>
PRIMARY - EPS:
Net income, as reported $ 5,107 $ 5,177
======= =======
Average shares outstanding 15,807 15,350
Add - Common stock equivalents of Company's
stock options using the treasury stock method 524 586
------- -------
Average shares and equivalents - Primary 16,331 15,936
======= =======
Net income per share - Primary $ .31 $ .32
======= =======
FULLY DILUTED - EPS:
Net income, as reported $ 5,107 $ 5,177
Add back interest, net of taxes 562 570
------- -------
Net income for fully diluted $ 5,669 $ 5,747
======= =======
Average shares and equivalents - primary 16,331 15,936
Add- additional common stock equivalents of
the Company's stock options -0- 65
Add - Shares to be issued at conversion of
Convertible Debentures 2,221 2,292
------- -------
Average shares and equivalents - Fully Diluted 18,552 18,293
======= =======
Net income per share - Fully Diluted $ .31 $ .31
======= =======
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
Exhibit
No. Exhibit Description
--- -------------------
<S> <C>
Ex-27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 1995 AS FILED ON FORM
10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 1,639
<SECURITIES> 1,017
<RECEIVABLES> 104,677
<ALLOWANCES> 1,752
<INVENTORY> 93,733
<CURRENT-ASSETS> 214,330
<PP&E> 92,258
<DEPRECIATION> 50,984
<TOTAL-ASSETS> 320,081
<CURRENT-LIABILITIES> 83,443
<BONDS> 67,786
<COMMON> 1,584
0
0
<OTHER-SE> 159,528
<TOTAL-LIABILITY-AND-EQUITY> 320,081
<SALES> 115,763
<TOTAL-REVENUES> 115,763
<CGS> 80,990
<TOTAL-COSTS> 80,990
<OTHER-EXPENSES> 25,751
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,044
<INCOME-PRETAX> 7,979
<INCOME-TAX> 2,872
<INCOME-CONTINUING> 5,107
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,107
<EPS-PRIMARY> .31
<EPS-DILUTED> .31
</TABLE>
