<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 QUARTER ENDED MARCH 31, 1999
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from to .
Commission file number 0-27116
____________________
PYRAMID BREWERIES INC.
(Exact name of registrant as specified in its charter)
Washington 91-1258355
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
91 So. Royal Brougham Way,
Seattle, WA 98134
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 682-8322
____________________
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 .
--- ---
Common stock, par value of $.01 per share: 8,224,352 shares of Common Stock
outstanding as of March 31, 1999
<PAGE>
PYRAMID BREWERIES INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Balance Sheets
March 31, 1999 and December 31, 1998................................. 3
Statements of Operations
Quarter Ended March 31, 1999 and 1998................................ 4
Statements of Cash Flows
Quarter Ended March 31, 1999 and 1998................................ 5
Notes to Financial Statements.......................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................. 8
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K....................................... 11
SIGNATURE.............................................................. 12
EXHIBIT INDEX.......................................................... 13
Exhibit 27............................................................. 14
</TABLE>
2
<PAGE>
PART I
Item 1 -- FINANCIAL STATEMENTS
PYRAMID BREWERIES INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
(Unaudited) (Audited)
--------------------------------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 5,296,897 $ 5,245,134
Accounts receivable, net 1,390,491 1,003,789
Inventories 1,402,026 1,202,793
Prepaid expenses and other 563,256 621,009
Deferred income taxes 444,216 444,216
--------------------------------------
Total current assets 9,096,886 8,516,941
--------------------------------------
Fixed assets, net 27,245,233 27,558,848
Deferred income taxes 490,576 490,576
Other 843,577 865,286
--------------------------------------
Total assets $37,676,272 $37,431,651
======================================
CURRENT LIABILITIES:
Accounts payable $ 756,739 $ 218,964
Accrued expenses 1,370,758 1,312,593
Refundable deposits 520,895 462,747
Restructuring reserve 58,915 69,238
--------------------------------------
Total current liabilities 2,707,307 2,063,542
Deferred rent 847,504 782,245
--------------------------------------
Total liabilities 3,554,811 2,845,787
--------------------------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, 10,000,000 shares authorized,
none issued -- --
Common stock, $.01 par value; 40,000,000 shares authorized,
8,224,352 and 8,219,532 shares issued and outstanding 82,243 82,195
Additional paid-in capital 35,042,412 35,036,869
Retained deficit (1,003,194) (533,200)
--------------------------------------
Total stockholders' equity 34,121,461 34,585,864
--------------------------------------
Total liabilities and stockholders' equity $37,676,272 $37,431,651
======================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
PYRAMID BREWERIES INC.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
1999 1998
--------------------------------------
<S> <C> <C>
Gross sales $6,227,482 $ 6,208,948
Less excise taxes 357,589 359,767
--------------------------------------
Net sales 5,869,893 5,849,181
Cost of sales 4,628,887 4,757,583
--------------------------------------
Gross margin 1,241,006 1,091,598
Selling, general and administrative expenses 1,810,949 2,157,190
--------------------------------------
Operating loss (569,943) (1,065,592)
Other income, net 99,949 84,485
--------------------------------------
Loss before income taxes (469,994) (981,107)
Benefit for income taxes -- 345,779
--------------------------------------
Net loss $ (469,994) $ (635,328)
======================================
Basic and diluted net loss per share $(0.06) $(0.08)
======================================
Weighted average shares outstanding 8,223,147 8,209,862
======================================
Beer barrels shipped 23,700 23,800
======================================
Soda barrels shipped 5,800 5,800
======================================
Total barrels shipped 29,500 29,600
======================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
PYRAMID BREWERIES INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
1999 1998
--------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (469,994) $ (635,328)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization 706,012 780,891
Loss (gain) on sales of fixed assets 5,891 (9,745)
Deferred income taxes -- (612,108)
Deferred rent 65,259 52,743
Restructuring charge (10,323) (149,240)
Changes in operating assets and liabilities:
Accounts receivable (386,702) (140,075)
Inventories (199,233) (33,101)
Prepaid expenses and other (70,986) (66,490)
Income taxes receivable -- 265,449
Accounts payable and accrued expenses 595,940 462,882
Refundable deposits 58,148 (27,206)
--------------------------------------
Net cash provided by (used in) used in operating activities 294,012 (111,328)
--------------------------------------
INVESTING ACTIVITIES:
Acquisitions of fixed assets (282,499) (497,897)
Proceeds from sales of fixed assets 34,659 92,898
Payments on deposits -- (4,687)
--------------------------------------
Net cash used in investing activities (247,840) (409,686)
--------------------------------------
FINANCING ACTIVITIES:
Proceeds from the sale of stock 5,591 5,526
--------------------------------------
Net cash provided by financing activities 5,591 5,526
--------------------------------------
Increase (decrease) in cash and cash equivalents 51,763 (515,488)
Cash and cash equivalents at beginning of period 5,245,134 5,393,251
--------------------------------------
Cash and cash equivalents at end of period $5,296,897 $4,877,763
======================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
PYRAMID BREWERIES INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION:
Pyramid Breweries Inc. (the "Company"), a Washington corporation, is engaged
in the brewing, marketing and selling of craft beers and premium sodas and in
restaurant operations. The Company operates breweries in Seattle, Washington
and Berkeley, California. The Company sells its beer through a network of
selected independent distributors primarily in Washington, Oregon and California
under the Pyramid and Thomas Kemper brands. Pyramid manufactures a line of
batch-brewed sodas under the Thomas Kemper Soda Company label, which are sold
primarily in Washington, Oregon and California. As of March 31, 1999, the
Company's products were distributed in 32 states and Canada. The Company
operates two restaurants adjacent to its breweries under the Pyramid Alehouse
brand name.
The accompanying condensed financial statements have been prepared by the
Company, without audit, in accordance with generally accepted accounting
principles for interim financial information and pursuant to the rules and
regulations of the Securities and Exchange Commission. With the exception of
the historical information contained herein, the matters described may contain
forward-looking statements that involve risks and uncertainties, including those
described under the caption entitled "Risk Factors and Forward-Looking
Statements" in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, filed with the Securities and Exchange Commission, and
elsewhere in the Company's periodic reports. In the opinion of management, the
accompanying unaudited financial statements contain all material adjustments,
consisting only of those of a normal recurring nature, considered necessary for
a fair presentation of the Company's financial position, results of operations
and cash flows at the dates and for the periods presented. The operating
results for the interim periods presented are not necessarily indicative of the
results expected for the full year.
2. INVENTORIES:
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------- -----------
<S> <C> <C>
Raw Materials............................. $ 775,503 $ 618,302
Finished Goods............................ 626,523 584,491
---------- ----------
$1,402,026 $1,202,793
========== ==========
</TABLE>
Inventories are stated at the lower of average cost or market. Cost is
determined by the first-in-first-out method and market represents the lower of
replacement cost or estimated net realizable value.
3. FIXED ASSETS:
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------- -----------
<S> <C> <C>
Brewery and retail equipment.............. $17,419,968 $17,283,235
Furniture and fixtures.................... 878,882 618,910
Leasehold improvements.................... 13,857,748 13,909,636
Construction in progress.................. 266,144 340,514
Assets held for sale...................... -- 32,000
----------- -----------
32,422,742 32,184,295
Less accumulated depreciation............. (5,177,509) (4,625,447)
----------- -----------
$27,245,233 $27,558,848
=========== ===========
</TABLE>
6
<PAGE>
4. COMMITMENTS AND CONTINGENCIES:
The Company is involved from time to time in claims, proceedings and
litigation arising in the ordinary course of business. The Company does not
believe that any such claim, proceeding or litigation, either alone or in the
aggregate, will have a material adverse effect on the Company's financial
position or results of operations.
5. SEGMENT INFORMATION:
The Company adopted Statement of Financial Accounting Standards No. 131 (SFAS
131) "Disclosures about Segments of an Enterprise and Related Information,"
during 1998. Following the provisions of SFAS 131, the Company is reporting
segment information in the same format as reviewed by the Company's management
(the "Management Approach"), which is organized around differences in products
and services. All segment information is presented here except for the capital
expenditures and the total asset line items for 1998 because obtaining the
information was impracticable.
Products and Services
The Company's reportable segments include brewery operations, soda operations
and alehouses. Brewery operations include the production and sale of Pyramid
Ales and Thomas Kemper beers. Soda operations include the production and sale of
Thomas Kemper Soda Company products. The third segment consists of two full-
service alehouses, which market and sell the full line of the Company's beer and
soda products as well as food and certain merchandise.
Factors used to identify reportable segments
The Company's reportable segments are strategic business units that offer
distinct and different products and services. These segments are managed
separately because each business requires different production, management and
marketing strategies.
Measurement of segment profit and segment assets
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. The Company evaluates performance
based on profit or loss from operations before income taxes not including
nonrecurring gains and losses. The Company records intersegment sales at
current market prices.
Segment profit and segment assets are as follows:
<TABLE>
<CAPTION>
Brewery Soda
Operations Operations Alehouses Other Total
---------- ---------- --------- ----- -----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Quarter ended March 31, 1999
Revenues from external customers. $ 3,831 $755 $1,641 $ -- $ 6,227
Intersegment revenues............ 152 7 (159) -- --
Interest income.................. -- -- -- 79 79
Depreciation and amortization.... 540 28 103 35 706
Operating income (loss).......... (184) 242 20 (648) (570)
Income tax benefit............... -- -- -- -- --
Capital expenditures............. 141 -- 29 112 282
Total assets..................... 22,380 585 3,442 11,269 37,676
Quarter ended March 31, 1998
Revenues from external customers. $ 4,004 $755 $1,450 $ -- $ 6,209
Intersegment revenues............ 97 9 (106) -- --
Interest income.................. -- -- -- 81 81
Depreciation and amortization.... 555 28 166 32 781
Operating income (loss).......... (500) 220 (15) (771) (1,066)
Income tax benefit............... -- -- -- 346 346
Capital expenditures............. 197 142 62 97 498
</TABLE>
7
<PAGE>
Other
Other consists of interest income, general and administrative expense,
corporate office assets and other reconciling items that are not allocated to
segments for internal management reporting purposes. Total assets include all
assets except for fixed assets, which are presented by segment.
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain selected
unaudited operating data, expressed as a percentage of net sales.
SELECTED UNAUDITED OPERATING DATA
<TABLE>
<CAPTION>
Quarter Ended March 31,
-----------------------
% of % of
1999 Net Sales 1998 Net Sales
----------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Gross sales.......................................... $6,227,482 $ 6,208,948
Less excise taxes.................................... 357,589 359,767
---------- ----- ----------- -----
Net sales............................................ 5,869,893 100.0 5,849,181 100.0
Cost of sales........................................ 4,628,887 78.9 4,757,583 81.3
---------- ----- ----------- -----
Gross margin..................................... 1,241,006 21.1 1,091,598 18.7
Selling, general and administrative.................. 1,810,949 30.8 2,157,190 37.0
---------- ----- ----------- -----
Operating loss....................................... (569,943) (9.7) (1,065,592) (18.3)
Other income, net.................................... 99,949 1.7 84,485 1.4
---------- ----- ----------- -----
Loss before income taxes............................. (469,994) (8.0) (981,107) (16.9)
Benefit for income taxes............................ -- -- 345,779 5.9
---------- ----- ----------- -----
Net loss............................................. $ (469,994) (8.0) $ (635,328) (11.0)
========== ===== =========== =====
Basic and diluted net loss per share................. $(0.06) $(0.08)
========== ===========
Weighted average shares outstanding................. 8,223,147 8,209,862
========== ===========
Operating data (in barrels):
Beer barrels shipped............................. 23,700 23,800
========== ===========
Soda barrels shipped............................. 5,800 5,800
========== ===========
Total barrels shipped............................ 29,500 29,600
========== ===========
Production capacity at period end................ 172,000 172,000
========== ===========
</TABLE>
QUARTER ENDED MARCH 31, 1999 COMPARED TO QUARTER ENDED MARCH 31, 1998
Gross Sales. Gross sales were $6,227,000 in the first quarter ended March 31,
1999 compared to $6,209,000 in the same quarter of 1998. This small increase in
gross sales was due to increased Alehouse sales, offset by a decrease in
wholesale beer sales while soda product sales were flat. Alehouse sales
increased 13.2%, from $1,450,000 to $1,641,000, due to increased sales prices
and patronage at both alehouse restaurants. Wholesale beer sales decreased 4.3%
to $3,831,000 in the first quarter ended March 31, 1999 from $4,004,000 in the
same quarter of 1998. This decrease was due to a slight volume decrease and a
reduction in revenues per barrel due to an increase in draft beer sales as a
percentage of total beer sales from 38.3% in first quarter of 1998 to 41.5% in
first quarter of 1999. Sales of Thomas Kemper Soda products remained unchanged
from the same quarter of 1998 at $755,000 and 5,800 barrels shipped.
Excise Taxes. Excise taxes totaled 5.7% and 5.8% of gross sales for the
quarters ended March 31, 1999 and 1998, respectively.
Gross Margin. Gross margin as a percentage of net sales increased to 21.1% in
the quarter ended March 31, 1999 from 18.7% in the same quarter of 1998. This
increase as a percentage of net sales was due mainly to a greater proportion of
beer production at the more efficient Berkeley production plant and a shift in
product mix to higher margin products.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased 16.0% to $1,811,000 or 30.8% of net sales for
the first quarter ended March 31, 1999 from $2,157,000 or 37% of net sales for
the same quarter of 1998. This
8
<PAGE>
decrease resulted from planned sales and marketing expenditure reductions and a
decrease in non-recurring costs related to the upgrading of the Company's
computer systems, legal and other expenses in the first quarter of 1998.
Other Income, net. Other income, net was approximately $100,000 and 1.7% of
net sales for the first quarter ended March 31, 1999 compared to $84,000 and
1.4% of net sales in the same quarter of 1998. The increase can be attributed
to increased parking and interest income and decreased other expense during the
quarter ended March 31, 1999 compared to the same quarter of 1998.
Income Taxes. The Company recorded no income tax benefit for the first quarter
ended March 31, 1999 compared to the $346,000 benefit in the same quarter of
1998. The Company has established a valuation allowance to offset the further
accumulation of deferred tax assets that can arise from recurring tax benefits
associated with pre-tax losses.
Net Loss. The Company reported a net loss of $470,000 for the first quarter
ended March 31, 1999 compared to a net loss of $635,000 in the same quarter of
1998. The decrease in net loss was the result of increased alehouse sales,
higher gross margin on wholesale beer sales and a reduction in selling, general
and administrative expenses, offset by the elimination of a tax benefit for the
loss in the first quarter ended March 31, 1999.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities during the first quarter ended March
31, 1999 was approximately $294,000 due primarily to the offset of depreciation
and amortization expense to the net loss for the quarter. Net cash used in
investing activities for the quarter ended March 31, 1999 was $248,000 resulting
from funds used to upgrade computers and installation of production equipment at
the Berkeley Brewery. At March 31, 1999, the Company had working capital of
$6,390,000 compared to $6,453,000 at December 31, 1998.
The Company has a $10 million line of credit (the Line of Credit) for short-
term operating needs. The Line of Credit revolves through April 30, 2000, during
which time the payments are interest only. At that date, any outstanding balance
will be due in full. Borrowings under the Line of Credit will accrue interest,
at the Company's option, at either the bank's prime rate or at LIBOR plus 100
basis points. Up to $5 million of the line of credit may be used to finance
acquisitions. Amounts used to finance acquisitions may be converted to a four-
year fully amortizing term loan, with an additional option to fix the rate of
interest at the bank's prime rate plus 125 basis points.
Future capital requirements may vary depending on such factors as the cost of
acquisition of businesses, brands and real estate costs in the markets selected
for future expansion, whether such real estate is leased or purchased and the
extent of improvements necessary. Capital expenditures in 1999 are expected to
be less than 1998 expenditures. Planned projects include the continued upgrading
of brewery equipment and alehouse facilities in the Seattle and Berkeley
locations. While there can be no assurance that current expectations will be
realized and plans are subject to change upon further review, the Company
believes that its cash reserves, together with cash from operations and
borrowings under the Line of Credit, will be sufficient for the Company's
working capital needs during 1999.
The Company's future cash requirements and cash flow expectations are closely
related to its expansion plans. The Company generally expects to meet future
financing needs through cash on-hand, cash flow from operations and, to the
extent required and available, additional bank borrowings.
YEAR 2000
The year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. Any of the
Company's computer programs that have time-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. If not addressed,
the direct result could be a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process customer transactions or engage in similar normal business
activities.
The Company's Year 2000 Project is proceeding on schedule. Early in 1998, the
Company began a project to improve its information systems by replacing existing
business software. The new system replaces all critical systems and
approximately 90% of all computer systems which the Company's inventory showed
to be affected by the year 2000 issue. The Company's inventory
9
<PAGE>
revealed no other significant problems arising from non-compliant computer chips
embedded in other equipment. The total cost of the Company's Year 2000 Project
is approximately $500,000, including the cost of installing the business
software. Approximately $430,000 has been incurred as of March 31, 1999 and the
project is expected to be completed by mid-1999.
The Company is dependent upon certain suppliers and its wholesale customers.
There are plans to communicate with these companies to assess their readiness
for the year 2000. Contingency plans will be made where practicable to cope with
interruption of supplies or services and failures by wholesalers to properly
service the Company's markets. However, it should be noted that there are many
cases, such as utility supply and servicing of remote markets, where no feasible
alternatives are available to the Company and the Company is vulnerable to
failures by external third parties.
Although management anticipates that its systems and applications will be year
2000 compliant on a timely basis, there can be no assurance that the systems of
other companies on which the Company's systems rely will be year 2000 compliant
in the same time frame. Any such failure on the part of other companies with
whom the Company transacts business, to be year 2000 compliant on a timely
basis, may have an adverse impact on the operations of the Company.
RISK FACTORS AND FORWARD LOOKING STATEMENTS
Pyramid Breweries Inc. does not provide forecasts of future financial
performance. However this report does contain forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, which are
subject to the "safe harbor" created by that section. There are numerous
important factors that could cause results to differ materially from those
anticipated by some of the statements made by the Company. Investors are
cautioned that all forward-looking statements involve a high degree of risk and
uncertainty. Additional information concerning those and other factors is
contained in the Company's Securities and Exchange Commission filings including
its Form 10-K for the year ended December 31, 1998.
10
<PAGE>
PART II -- OTHER INFORMATION
ITEM 5. OTHER INFORMATION
A shareholder who intends to present a proposal at the Company's next annual
meeting, other than pursuant to Rule 14a-8 under the Securities Exchange Act of
1934, must provide the Company notice of such intention by at least April 7,
2000, or management of the Company will have discretionary voting authority at
the 2000 annual meeting with respect to such proposal without any discussion of
the matter in the Company's proxy statement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
The following exhibits are filed as part of this report.
3.1* Amended and Restated Articles of Incorporation
3.2* Amended and Restated Bylaws
27 Financial Data Schedule
* Incorporated by reference to the exhibits filed as part of the Company's
Registration Statement on Form S-1 (File No. 33-97834).
(B) REPORTS ON FORM 8-K
None filed during the quarter ended March 31, 1999.
Items 1, 2, 3, and 4 of PART II are not applicable and have been omitted
11
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Seattle,
State of Washington, on May 14, 1999.
PYRAMID BREWERIES INC.
By: /s/ RICHARD DENMARK
-------------------
Richard Denmark, Vice President
and Chief Financial Officer
DATE: May 14, 1999
12
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------------------
27 Financial Data Schedule
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 5,296,897
<SECURITIES> 0
<RECEIVABLES> 1,404,817
<ALLOWANCES> 14,326
<INVENTORY> 1,402,026
<CURRENT-ASSETS> 9,096,886
<PP&E> 32,422,742
<DEPRECIATION> 5,177,509
<TOTAL-ASSETS> 37,676,272
<CURRENT-LIABILITIES> 2,707,307
<BONDS> 0
0
0
<COMMON> 82,243
<OTHER-SE> 34,039,218
<TOTAL-LIABILITY-AND-EQUITY> 37,676,272
<SALES> 5,869,893
<TOTAL-REVENUES> 6,227,482
<CGS> 4,628,887
<TOTAL-COSTS> 6,439,836
<OTHER-EXPENSES> 99,949
<LOSS-PROVISION> 14,326
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (469,994)
<INCOME-TAX> 0
<INCOME-CONTINUING> (469,994)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (469,994)
<EPS-PRIMARY> (0.06)
<EPS-DILUTED> (0.06)
</TABLE>
