<PAGE>
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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 2, 1996
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: 0-10095
UNIT INSTRUMENTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 33-0077406
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NUMBER)
22600 SAVI RANCH PARKWAY, YORBA LINDA, CALIFORNIA 92687
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 921-2640
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 XXX NO
--- ---
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
CLASSES OUTSTANDING AT MARCH 2, 1996:
------- -----------------------------
COMMON STOCK $.15 PAR VALUE 4,080,647
================================================================================
<PAGE>
UNIT INSTRUMENTS, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
Part I. Financial Information
Condensed Consolidated Balance Sheets ................................ 3-4
March 2, 1996 and May 31, 1995
Condensed Consolidated Statements of Income........................... 5
Three months and nine months ended
March 2, 1996 and February 28, 1995
Condensed Consolidated Statements of Cash Flows....................... 6
Nine months ended March 2, 1996 and
February 28, 1995
Notes to Condensed Consolidated Financial Statements.................. 7
Management's Discussion and Analysis of............................... 8-11
Financial Condition and Results of Operations
Part II. Other Information
Item 6 Exhibits and Reports on Form 8-K............................ 11-13
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
UNIT INSTRUMENTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
March 2, 1996 May 31, 1995
------------- ------------
<S> <C> <C>
ASSETS:
Current Assets:
Cash and cash equivalents $14,847 $ 4,465
Short-term investments, at cost -0- 4,919
Accounts receivable 10,551 9,543
Inventories 10,897 8,440
Deferred taxes 562 1,111
Prepaid expenses and other 342 458
Net assets of discontinued operations
held for sale -0- 11,072
------- -------
Total current assets 37,199 40,008
------- -------
Property, plant and equipment, at cost:
Buildings and improvements 4,386 2,346
Machinery and equipment 11,031 9,338
------- -------
15,417 11,684
Accumulated depreciation and amortization (6,726) 5,740
------- -------
8,691 5,944
Construction in progress 883 880
------- -------
Net property, plant and equipment 9,574 6,824
------- -------
Goodwill, net of amortization of $1,685
and $1,609, respectively 4,376 4,490
Other assets 1,265 580
------- -------
$52,414 $51,902
======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
UNIT INSTRUMENTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
March 2, 1996 May 31, 1995
------------- ------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable, trade $ 3,130 $ 3,139
Accrued compensation and benefits 1,818 1,560
Income taxes 1,203 672
Current term debt 2,193 3,156
Other current liabilities 2,312 3,908
------- -------
Total current liabilities 10,656 12,435
Term debt -0- 453
Deferred income taxes -0- 77
Other long-term liabilities and deferred credits 609 459
------- -------
Total liabilities and deferred credits 11,265 13,424
------- -------
Shareholders' equity:
Common stock, $.15 par value; authorized shares:
12,000,000; issued shares: 4,080,647 612 662
Additional paid-in capital 17,701 20,413
Retained earnings 23,285 18,171
Foreign currency translation adjustment (449) (252)
------- -------
41,149 38,994
Less treasury stock, at cost: -0- shares
and 173,888 shares, respectively -0- (516)
------- -------
Total shareholders' equity 41,149 38,478
------- -------
$52,414 $51,902
======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
UNIT INSTRUMENTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
March 2, 1996 and February 28, 1995
(amounts in thousands, except share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
---------------------- ----------------------
03/2/96 2/28/95 03/02/96 02/28/95
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $17,232 $12,859 $47,801 $32,736
Cost of sales 10,563 7,965 28,952 20,641
--------- --------- --------- ---------
Gross margin 6,669 4,894 18,849 12,095
Operating expenses:
Selling, general and
administrative 3,391 3,315 10,859 8,803
Restructuring costs -0- -0- 373 -0-
Research, development and
engineering 985 728 2,700 1,935
--------- --------- --------- ---------
Total operating expenses 4,376 4,043 13,932 10,738
Operating income 2,293 851 4,971 1,357
Interest income 191 64 469 106
Interest expense (12) (82) (93) (279)
Other income, net (46) 21 (67) 120
--------- --------- --------- ---------
Income from continuing
operations before income
taxes 2,426 854 5,280 1,304
Provision for income taxes 942 507 2,112 701
--------- --------- --------- ---------
Income from continuing
operations 1,484 347 3,168 603
Discontinued operations:
Income from discontinued
operations net of income
tax provisions for the
three months of $313 in
1995 and, for the nine
months of $521 in 1996
and $847 in 1995 -0- 373 750 1,010
Gain on disposal net of
income tax provision
for the three months in
1995 of a benefit of
$161 and for the nine
month period of $1,011
in 1996 and a benefit
of $161 in 1995 -0- 909 1,454 909
--------- --------- --------- ---------
Net income $ 1,484 $ 1,629 $ 5,372 $ 2,522
========= ========= ========= =========
Per common share:
Income from continuing
operations $ .34 $ .08 $ .72 $ .39
Income from discontinued
operations -- .30 .49 .19
--------- --------- --------- ---------
Net income per share $ .34 $ .38 $ 1.21 $ .58
========= ========= ========= =========
Weighted average number of
common shares and common
share equivalents 4,318,000 4,330,000 4,420,000 4,322,000
========= ========= ========= =========
Dividends per share $ .00 $ .06 $ .06 $ .18
========= ========= ========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
UNIT INSTRUMENTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine months ended March 2, 1996 and February 28, 1995
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
--------------------
03/02/96 02/28/95
-------- --------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 5,372 $ 2,522
Adjustments to reconcile net income to
net cash provided from operating activities:
Depreciation and amortization 1,530 2,245
Deferred income taxes 692 (430)
Loss on sale of fixed assets -0- 28
Equity interest -0- (68)
(Gain) on sale of business (1,454) (259)
Changes in assets & liabilities:
Accounts receivable (1,008) (1,092)
Inventories (2,457) (2,741)
Prepaids and other assets (49) (697)
Accounts payable and accrued liabilities (9) 1,119
Income taxes 531 347
Other current liabilities (1,338) 245
Change in other long-term liabilities 150 373
Other -0- (72)
------- -------
Net cash provided from operating activities 1,960 1,520
------- -------
Cash Flows from Investing Activities:
Capital expenditures (4,156) (2,585)
Proceeds from the sale of fixed assets -0- 242
Change in short-term investments 4,919 (7,864)
Net cash proceeds from sale of business 12,526 5,208
Other -0- (51)
------- -------
Net cash provided from (used in) financing activities 13,289 (5,050)
------- -------
Cash Flows from Investing Activities:
Payments on long-term debt (453) (343)
Change in short-term borrowings, net (963) 423
Cash dividends paid (258) (759)
Note receivable from sale of business (750) -0-
Purchase of company common stock (2,584) -0-
Proceeds from issuance of common stock 338 7
Other -0- -0-
------- -------
Net cash provided from (used in) financing activities (4,670) (672)
------- -------
Effect of exchange rate changes (197) 636
------- -------
Net increase (decrease) in cash & cash equivalents 10,382 (3,566)
Cash and cash equivalents at beginning of year 4,465 5,719
------- -------
Cash and cash equivalents at end of year $14,847 $ 2,153
======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
6
<PAGE>
UNIT INSTRUMENTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands)
1. Significant Accounting Policies
The condensed consolidated financial statements included herein are based
in part on estimates and include such adjustments (consisting solely of
normal, recurring adjustments) which management believes are necessary for
a fair presentation of the Company's financial position at March 2, 1996
and May 31, 1995, and the results of its operations for the three and nine-
month periods ended March 2, 1996 and February 28, 1995. The consolidated
financial statements and related notes are condensed and have been prepared
in accordance with generally accepted accounting principles applicable to
interim periods; consequently, they do not include all generally accepted
accounting disclosures required for complete annual financial statements.
These condensed consolidated financial statements should be read in
conjunction with the financial statements and notes thereto contained in
the Company's Annual Report on Form 10-K for the year ended May 31, 1995.
The results of operations for the period presented are not necessarily
indicative of results to be expected for the entire fiscal year. Certain
prior year items have been reclassified to confirm to the current year
presentation.
2. Inventories
Inventories at March 2, 1996 and May 31, 1995 consisted of the following:
<TABLE>
<CAPTION>
03/02/96 5/31/95
-------- -------
<S> <C> <C>
Raw materials $ 5,208 $5,326
Work in process 3,954 1,896
Finished goods 1,735 1,218
------- ------
Total inventories $10,897 $8,440
======= ======
</TABLE>
7
<PAGE>
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis should be read in conjunction with Unit
Instruments, Inc.'s condensed consolidated financial statements and related
notes included herein.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 2, 1996 COMPARED TO THREE MONTHS ENDED FEBRUARY 28,
1995
Sales from continuing operations for the third fiscal quarter ended March 2,
1996 increased 34% to $17,232,000 from $12,859,000 for comparable prior year
period. This increase in sales reflects, in part, the continued strong demand
in the semiconductor equipment market, as well as enhanced market position for
the Company. Shipments to OEM's and End Users were up 29% and 42%,
respectively, for the quarter while sales of the Company's Model 1660 metal seal
mass flow controller, used in more demanding applications, grew 176% over the
comparable prior year period.
Gross profit margin increased to 39% for the current quarter from 38% for the
same quarter last year. The improvement in the gross profit margin is
attributable to increases in productivity and higher utilization of
manufacturing facilities which results in lower overhead as a percent of sales.
Offsetting these favorable trends was higher material content to sales because
of product mix and other costing factors.
Selling, general and administrative ("S,G&A") expenses increased slightly to
$3,391,000 in the third quarter of the current fiscal year from $3,315,000 in
the comparable prior year period, but fell as a percent of sales to 20% from 26%
for the prior year. The Company closed its Erie, Pennsylvania corporate office
on September 29, 1995 and transferred all corporate office functions during the
second quarter to Unit Instruments' headquarters in Yorba Linda, California.
The Company is realizing significant cost savings as a result of that action as
is reflected in the third quarter comparative results. On an annualized basis,
the Company expects these cost savings to be in excess of $1 million.
Research, development and engineering ("R,D&E") expenses increased 35% to
$985,000 for the current quarter from $728,000 for the prior year. These higher
expenditures reflect increased new product development charges to support
current and anticipated future sales. The Company believes that the continued
timely development of new products and enhancements to its existing products is
essential to maintaining its competitive position within the industry.
Accordingly, the Company anticipates that such expenses will continue to
increase in absolute dollars and possibly as a percent to sales in subsequent
periods.
Interest income increased substantially for the current quarter to $191,000 from
$64,000 for the prior year period. This increase in interest income results
primarily from the restructuring activities of the previous year, which involved
the sale of Burton Corblin and Autoclave Engineers Group, and the resultant
increase in cash balances. Interest expense declined for the quarter to $12,000
from $82,000 because a domestic bank borrowing was paid off during the previous
quarter. Other income and
8
<PAGE>
expense fluctuated primarily because of charges relating to a deferred
retirement plan assumed from the predecessor Company.
Income from continuing operations before income taxes increased dramatically to
$2,426,000 for the current quarter from $854,000 for the prior year period.
Income taxes for continuing operations were provided for at a 39% rate for the
third quarter as compared to a 59% rate for the prior year. Last year the
Company incurred foreign losses that were not deductible for tax purposes which
increased the effective tax rate for that period.
Income from continuing operations surged to $1,484,000 for the current period,
or $.34 per share, as compared to $507,000, or $.08 per share, for the year ago
quarter.
Income from discontinued operations for the prior year period reflects the
results of Autoclave Engineers Group for the period while the recorded gain on
disposal reflects the sale of the Burton Corblin compressor business segment in
January, 1995.
Net income for the third quarter was $1,484,000, or $.34 per share, as compared
to $1,629,000, or $.38 per share, for the comparable prior year quarter. The
prior year's results were heavily impacted by the gain on sale of Burton Corblin
and discontinued operations of Autoclave Engineers Group.
NINE MONTHS ENDED MARCH 2, 1996 COMPARED TO NINE MONTHS ENDED FEBRUARY 28, 1995
Sales from continuing operations for the nine-month period ending March 2, 1996
increased 46% to $47,801,000 from $32,736,000 for the comparable prior year
period. This increase in sales is attributable, in part, to the continuing
strong demand for semiconductor fabrication equipment, as well as enhanced
market position for the Company's mass flow controllers. Shipments to OEM's and
End Users were up 44% and 69%, respectively, while sales of the Company's Model
1660 metal seal mass flow controller were up 183% for the nine-month period
compared to the same prior year period.
Gross profit margins increased to 40% for the current year from 37% last year
because of slightly higher average selling prices, increased productivity and
higher utilization of manufacturing facilities which reduced overhead burden
rates. Offsetting these favorable factors were higher material content to sales
because of product mix and other costing factors.
Selling, general and administrative expenses increased 23% to $10,828,000 for
the nine month period but fell as percent of sales to 23% for the year-to-date
period from 27% last year. These higher current year expenses were driven by
the 46% sales increase the company has experienced for its products. The Company
closed its Erie, Pennsylvania corporate office during the second quarter of the
current fiscal year and transferred all corporate office functions to Unit
Instruments' headquarters in Yorba Linda, California. This transfer of
corporate office functions is anticipated to save the Company in excess of $1
million per year and substantial savings were realized during the third fiscal
quarter of the current year.
A restructuring charge of $373,000 was incurred during the first half of the
current fiscal year for adjusted employee severance expense, additional legal
fees and other expenses resulting from restructuring activities for the period,
including the closure of the Erie, Pennsylvania corporate office.
9
<PAGE>
Research, development and engineering expenses increased 43% for the comparative
nine-month period reflecting new product development efforts and higher staffing
levels in this area. The Company believes that the continued timely development
of new products and enhancements to its existing products is essential to
maintaining its competitive position within the industry. Accordingly, the
Company anticipates that such expenses will continue to increase in absolute
dollars and possibly as a percent to sales in subsequent periods.
Interest income increased substantially to $469,000 from $106,000 the prior year
because of much higher cash balances resulting from the divestiture of Burton
Corblin and Autoclave Engineers Group. Interest expense declined for the
comparative period because of lower levels of borrowing outstanding as all
domestic credit facilities were repaid during the second quarter of the current
fiscal year. Other income and expense fluctuated primarily because of foreign
currency translation gains and losses recorded in the respective periods.
Income from continuing operations before income taxes increased dramatically to
$5,280,000 for the current nine-month period from $1,304,000 for the prior year
period. Income taxes for continuing operations were provided for at a 40% rate
compared to a 54% rate for the prior year's period. The high income tax rate
for the prior year reflects foreign subsidiary losses which could not be offset
against taxable income from domestic operations.
Income from continuing operations was $3,168,000 for the current period, or $.72
per share, as compared to $603,000, or $.14 per share, for the prior year nine-
month period.
Income from discontinued operations during the phase down period for the current
fiscal period reflects the results of Autoclave Engineers Group through
September 22, 1995. For the prior year's comparable period, discontinued
operations reflected the results of operations for both Autoclave Engineers
Group and the Burton Corblin compressor business segment based in France.
Burton Corblin was sold in January, 1995 and Autoclave Engineers Group was sold
in September, 1995. For the current year, income from discontinued operations
during the phase down period was $750,000 as compared to $1,010,000 for the
prior year. The Company sold its Autoclave Engineers Group during the second
quarter of the current fiscal year and recorded a gain on sale of $1,454,000.
During the third quarter of the prior fiscal year, the Company sold its Burton
Corblin subsidiary and recorded a gain on disposal of $909,000.
Net income for the nine month period of the current fiscal year, including
income from discontinued operations, was $5,372,000, or $1.21 per share, which
compares favorably to net income for the prior year period of $2,522,000, or
$.58 per share, including income from discontinued operations. The Company
concluded its restructuring activities during the second quarter of the current
fiscal year with the sale of Autoclave Engineers Group and the relocation of the
corporate office functions to Unit Instruments in California.
The Company's results of operations may be affected in the future by a variety
of factors including the dependency of sales on a few large customers, product
mix, new product introductions by the Company and its competitors, operating
expenses and the "nominations" of end users for the make and model of mass flow
controllers on new equipment orders. In addition, the Company's results could
be affected by demand for semiconductor equipment, which has experienced strong
growth the past two years, and technology changes in the market.
10
<PAGE>
FINANCIAL CONDITION
The Company sold its Autoclave Engineers Group during the second quarter for a
total consideration of $16,250,000, which consisted of cash in the amount of
$15,500,000 and a five-year promissory note for $750,000. In conjunction with
this transaction, the Company repurchased 220,000 shares of common stock during
the second quarter for a total consideration of $2,584,000. In addition, the
Company repaid all outstanding domestic borrowings under an existing credit
facility which utilized $812,000 of cash.
For the nine months, cash was used for higher inventory and accounts receivable
balances and to liquidate accrued liabilities primarily associated with
restructuring activities. Capital expenditures were $4,101,000 for the period
and consisted of approximately $2.3 million for a fourth cleanroom "tunnel" and
equipment, $1.1 million for offshore facility expansions and approximately $.7
million for other items. The Company expects to spend approximately $6 million
on capital projects this fiscal year to support current and future activity
levels.
With the sale of Autoclave Engineers Group during the second quarter, the
Company's liquidity position improved considerably. Cash and cash equivalents
were $14.8 million as of March 2, 1995 and all borrowings under the domestic
credit facility have been repaid. The Company's only debt outstanding is a Yen
denominated credit facility through Unit Japan for approximately $2.1 million.
During the third quarter, the Company entered into a $5 million unsecured credit
facility with a major domestic bank. The Company can use any portion of the
credit facility for letters of credit and has utilized approximately $2 million
for such purpose. No borrowings were outstanding at the end of the current
quarter under this credit facility. The Company expects that its current cash
resources and cash generated from continuing operations will be adequate to fund
the Company's anticipated near-term capital requirements.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 11.1 - Computation of Earnings Per Share
(b) No reports on Form 8-K were filed by the Company for the Quarter
for which this report is filed
(c) Exhibit 27 - Financial Data Schedule
11
<PAGE>
UNIT INSTRUMENTS, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirement 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.
UNIT INSTRUMENTS, INC.
------------------------------------
Registrant
Date: April 9, 1996 /S/ Michael J. Doyle
------------------------------------
Michael J. Doyle, President
and Chief Executive Officer
Date: April 9, 1996 /S/ Gary N. Patten
------------------------------------
Gary N. Patten
Chief Financial Officer
12
<PAGE>
EXHIBIT 11.1
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------ ------------------------
03/2/96 02/28/95 03/02/96 02/28/95
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
INCOME FROM CONTINUING
OPERATIONS $1,484,000 $ 347,000 $3,168,000 $ 603,000
---------- ---------- ---------- ----------
NET INCOME $1,484,000 $1,629,000 $5,372,000 $2,522,000
========== ========== ========== ==========
Earnings Per Share
- ------------------
Weighted average number
of shares outstanding 4,079,859 4,218,164 4,147,929 4,216,187
Common share equivalents,
assuming exercise of
stock options and
warrants 238,345 111,539 271,839 105,676
---------- ---------- ---------- ----------
Average shares used in
computing earnings per
share 4,318,204 4,329,703 4,419,768 4,321,863
========== ========== ========== ==========
Net income per share from
continuing operations $ .34 $ .08 $ .72 $ .14
---------- ---------- ---------- ----------
Net income per share $ .34 $ .38 $ 1.21 $ .58
========== ========== ========== ==========
</TABLE>
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-01-1996
<PERIOD-START> DEC-03-1995
<PERIOD-END> MAR-02-1996
<CASH> 14,847
<SECURITIES> 0
<RECEIVABLES> 10,639
<ALLOWANCES> 88
<INVENTORY> 10,897
<CURRENT-ASSETS> 37,199
<PP&E> 16,300
<DEPRECIATION> 6,726
<TOTAL-ASSETS> 52,414
<CURRENT-LIABILITIES> 10,656
<BONDS> 0
0
0
<COMMON> 612
<OTHER-SE> 40,537
<TOTAL-LIABILITY-AND-EQUITY> 52,414
<SALES> 17,232
<TOTAL-REVENUES> 17,423
<CGS> 10,563
<TOTAL-COSTS> 14,939
<OTHER-EXPENSES> 46
<LOSS-PROVISION> 6
<INTEREST-EXPENSE> 12
<INCOME-PRETAX> 2,426
<INCOME-TAX> 942
<INCOME-CONTINUING> 1,484
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,484
<EPS-PRIMARY> 0.34
<EPS-DILUTED> 0.34
</TABLE>
