<PAGE> 1
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 quarterly period ended June 28, 1998
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 0-9653
XICOR, INC.
(Exact name of registrant as specified in its charter)
California 94-2526781
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
1511 Buckeye Drive, Milpitas, California 95035
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 432-8888
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 OUTSTANDING AT JUNE 28, 1998
19,119,227
<PAGE> 2
XICOR, INC.
FORM 10-Q
QUARTER ENDED JUNE 28, 1998
INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
PAGE
----
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets at June 28, 1998 1
and December 31, 1997
Consolidated Statements of Operations for the three 2
and six months ended June 28, 1998 and June 29, 1997
Consolidated Statements of Cash Flows for the six 3
months ended June 28, 1998 and June 29, 1997
Notes to Consolidated Financial Information 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 5
CONDITION AND RESULTS OF OPERATIONS
PART II: OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. 9
SIGNATURES 10
</TABLE>
-I-
<PAGE> 3
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
XICOR, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
June 28, December 31,
1998 1997
---- ----
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 16,900,000 $ 21,106,000
Short-term investments 4,152,000 11,372,000
Accounts receivable 8,303,000 11,003,000
Inventories 20,073,000 23,933,000
Prepaid expenses and other current assets 971,000 1,013,000
------------- -------------
Total current assets 50,399,000 68,427,000
Property, plant and equipment,
at cost less accumulated depreciation 44,520,000 46,628,000
Other assets 192,000 206,000
------------- -------------
$ 95,111,000 $ 115,261,000
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,641,000 $ 11,596,000
Accrued expenses 8,021,000 8,133,000
Deferred income on shipments to distributors 11,275,000 13,913,000
Current portion of long-term obligations 7,001,000 6,537,000
------------- -------------
Total current liabilities 33,938,000 40,179,000
------------- -------------
Long-term obligations 16,567,000 18,974,000
------------- -------------
Shareholders' equity:
Preferred stock; 5,000,000 shares authorized -- --
Common stock; 75,000,000 shares authorized;
19,119,227 and 19,091,727 shares outstanding 124,240,000 124,204,000
Accumulated deficit (79,634,000) (68,096,000)
------------- -------------
44,606,000 56,108,000
------------- -------------
$ 95,111,000 $ 115,261,000
============= =============
</TABLE>
See accompanying notes to consolidated financial information
-1-
<PAGE> 4
XICOR, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------------- ------------------------------
June 28, 1998 June 29, 1997 June 28, 1998 June 29, 1997
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Net sales $ 26,787,000 $ 31,970,000 $ 54,533,000 $ 61,483,000
Cost of sales 25,521,000 19,827,000 45,413,000 37,545,000
------------ ------------ ------------ ------------
Gross profit 1,266,000 12,143,000 9,120,000 23,938,000
------------ ------------ ------------ ------------
Operating expenses:
Research and development 4,628,000 4,598,000 9,194,000 9,211,000
Selling, general and
administrative 5,620,000 5,401,000 11,118,000 10,559,000
------------ ------------ ------------ ------------
10,248,000 9,999,000 20,312,000 19,770,000
------------ ------------ ------------ ------------
Income (loss) from operations (8,982,000) 2,144,000 (11,192,000) 4,168,000
Interest expense (481,000) (457,000) (981,000) (867,000)
Interest income 279,000 488,000 635,000 990,000
------------ ------------ ------------ ------------
Income (loss) before income taxes (9,184,000) 2,175,000 (11,538,000) 4,291,000
Provision for income taxes -- 108,000 -- 214,000
------------ ------------ ------------ ------------
Net income (loss) $ (9,184,000) $ 2,067,000 $(11,538,000) $ 4,077,000
============ ============ ============ ============
Net income (loss) per common share:
Basic $ (0.48) $ 0.11 $ (0.60) $ 0.22
============ ============ ============ ============
Diluted $ (0.48) $ 0.11 $ (0.60) $ 0.21
============ ============ ============ ============
Shares used in per share calculations:
Basic 19,108,000 18,910,000 19,099,000 18,899,000
============ ============ ============ ============
Diluted 19,108,000 19,510,000 19,099,000 19,604,000
============ ============ ============ ============
</TABLE>
See accompanying notes to consolidated financial information
-2-
<PAGE> 5
XICOR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
-----------------------------
June 28, 1998 June 29, 1997
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(11,538,000) $ 4,077,000
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization 5,992,000 5,323,000
Changes in assets and liabilities:
Accounts receivable 2,700,000 (7,000)
Inventories 3,860,000 (4,898,000)
Prepaid expenses and other current assets 42,000 (20,000)
Other assets 14,000 56,000
Accounts payable and accrued expenses (4,067,000) 110,000
Deferred income on shipments to distributors (2,638,000) 735,000
------------ ------------
Net cash provided by (used for) operating activities (5,635,000) 5,376,000
------------ ------------
Cash flows from investing activities:
Investments in plant and equipment, net (2,787,000) (6,418,000)
Purchases of short-term investments (4,292,000) (16,743,000)
Maturities of short-term investments 11,512,000 21,473,000
------------ ------------
Net cash provided by (used for) investing activities 4,433,000 (1,688,000)
------------ ------------
Cash flows from financing activities:
Repayments of long-term obligations (3,040,000) (3,098,000)
Proceeds from sale of common stock to employees 36,000 157,000
------------ ------------
Net cash used for financing activities (3,004,000) (2,941,000)
------------ ------------
Increase (decrease) in cash and cash equivalents (4,206,000) 747,000
Cash and cash equivalents at beginning of year 21,106,000 20,414,000
------------ ------------
Cash and cash equivalents at end of quarter $ 16,900,000 $ 21,161,000
============ ============
Supplemental information:
Cash paid (refunded) for:
Interest expense $ 982,000 $ 867,000
Income taxes (110,000) 136,000
Equipment acquired pursuant to long-term obligations 1,097,000 6,884,000
</TABLE>
See accompanying notes to consolidated financial information
-3-
<PAGE> 6
XICOR, INC.
NOTES TO CONSOLIDATED FINANCIAL INFORMATION
(Unaudited)
NOTE 1 - THE COMPANY:
In the opinion of management, all adjustments necessary for a fair
statement of the results of the interim periods presented (consisting only of
normal recurring adjustments) have been included. These financial statements,
notes and analyses should be read in conjunction with Xicor's Annual Report on
Form 10-K for the year ended December 31, 1997 filed with the Securities and
Exchange Commission.
NOTE 2 - NET INCOME (LOSS) PER SHARE:
Basic net income (loss) per share is computed using the weighted
average number of common shares outstanding. Diluted net income (loss) per share
is computed using the weighted average number of common shares and all dilutive
potential common shares outstanding. For the three and six months ended June 28,
1998, the number of shares used in the calculation of both earnings per share
(EPS) amounts were the same since 197,000 and 163,000 common stock equivalents
relating to outstanding stock options were excluded as they were antidilutive.
Common stock equivalents were the only reconciling item between the number of
shares used to calculate Basic EPS and Diluted EPS for the three and six months
ended June 29, 1997. At June 28, 1998, options for 2,203,425 shares were
outstanding.
NOTE 3 - BALANCE SHEET DETAIL:
<TABLE>
<CAPTION>
June 28, December 31,
1998 1997
------------- -------------
<S> <C> <C>
Inventories:
Raw materials and supplies $ 3,292,000 $ 4,229,000
Work in process 12,049,000 13,012,000
Finished goods 4,732,000 6,692,000
------------- -------------
$ 20,073,000 $ 23,933,000
============= =============
Property, plant and equipment:
Leasehold improvements $ 17,683,000 $ 17,518,000
Equipment 118,213,000 116,349,000
Furniture and fixtures 1,867,000 1,817,000
Construction in progress 8,578,000 8,104,000
------------- -------------
146,341,000 143,788,000
Less accumulated depreciation (101,821,000) (97,160,000)
------------- -------------
$ 44,520,000 $ 46,628,000
============= =============
Accrued expenses:
Accrued wages and employee benefits $ 3,814,000 $ 3,984,000
Other accrued expenses 4,207,000 4,149,000
------------- -------------
$ 8,021,000 $ 8,133,000
============= =============
</TABLE>
Accounts receivable:
Accounts receivable at June 28, 1998 and December 31, 1997 are
presented net of an allowance for doubtful accounts of $500,000.
-4-
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
accompanying Quarterly Financial Information and Notes thereto and Xicor's
Annual Report on Form 10-K for the year ended December 31, 1997 and is qualified
in its entirety by the foregoing. The results of operations for the three and
six months ended June 28, 1998 are not necessarily indicative of results to be
expected in future periods.
RESULTS OF OPERATIONS
Sales for the second quarter of 1998 were $26.8 million, a decrease
from second quarter 1997 sales of $32.0 million and first quarter 1998 sales of
$27.7 million. Global pricing pressures due to excess global production
capacity, lower demand and the economic difficulties in Asia are posing major
challenges for Xicor in 1998. During the first half of 1998, Xicor's business in
Japan was very slow compared to the first half of 1997. Additionally, in the
second quarter of 1998, domestic sales decreased compared to the immediately
preceding and prior year quarters.
Gross profit as a percentage of sales was 5% and 17% for the three and
six months ended June 28, 1998 compared to 38% and 39% for the comparable 1997
periods. In the second quarter of 1998, Xicor wrote down inventories by $2.2
million to cover declining sales prices and inventories of certain devices that
are being discontinued as Xicor streamlines its product portfolio. The decline
in the 1998 gross profit percentage was primarily due to lower average selling
prices as a result of competitive price pressures and Xicor's increased
manufacturing cost level associated with increased production capacity and
upgrading of the wafer fabrication operations during 1996 and 1997.
Additionally, at the beginning of the second quarter of 1998 Xicor substantially
reduced the production volume in its factory in response to ongoing weak
business conditions. Because of the decreased factory utilization, more costs
were expensed instead of being put on the balance sheet as inventory. Until
factory utilization increases, the significant negative impact on Xicor's
results of operations will continue.
Although research and development expenses were higher as a percentage
of sales in 1998 compared to 1997 due to the lower 1998 sales, they were
relatively level in terms of absolute dollars. Research and development
activities require an increasing degree of complexity of design and
manufacturing process technology and consequently a similar amount of funds is
expected to be invested in research and development during the balance of 1998.
Selling, general and administrative expenses increased from 17% of
sales for the second quarter and first half of 1997 to 21% and 20%,
respectively, for the second quarter and first half of 1998 primarily due to the
lower sales level, a $162,000 bad debt write-off in the first quarter of 1998
related to the sudden bankruptcy of an Asian customer and increased selling
expenses in the second quarter of 1998 due to intensified sales activities and
costs associated with restructuring one sales office. Marketing and selling
expenses are expected to increase somewhat in the second half of 1998 due to
Xicor's focus on sales and new product introductions.
Interest expense increased in the second quarter and first half of 1998
compared to the second quarter and first half of 1997 due to the financing of
additional capital equipment acquisitions during 1997.
-5-
<PAGE> 8
Interest income decreased in the second quarter and first half of 1998
compared to the second quarter and first half of 1997 due to a decrease in the
average balance invested caused primarily by funds used for 1997 and 1998
capital asset purchases, ongoing debt repayments and 1998 operating activities.
Interest income is expected to decrease during the remaining 1998 quarters
principally due to the utilization of funds for operating activities, equipment
purchases and normal debt repayments.
No taxes were provided for the first half of 1998 due to the net loss.
The provision for income taxes for the first half of 1997 consisted primarily of
federal and state minimum taxes, which resulted from limitations on the use of
net operating loss carryforwards, and foreign taxes. Net deferred tax assets of
$33.9 million at December 31, 1997 remain fully reserved because of the
uncertainty regarding the ultimate realization of these assets.
Xicor incurred losses of $9.2 million and $11.5 million for the second
quarter and first half of 1998, respectively, compared to net income of $2.1
million and $4.1 million for the comparable prior year periods. Reduced demand,
together with price erosion, were the primary causes of the 1998 losses. In
addition, Xicor's manufacturing costs increased in the first half of 1998
compared to the first half of 1997 due to increased production capacity and
upgrading of the wafer fabrication operations in 1996 and 1997. At the beginning
of the second quarter of 1998, Xicor reduced the production volume in its
factory in response to ongoing weak business conditions. The resultant lower
factory utilization negatively impacted second quarter 1998 results relative to
the first quarter of 1998 and prior year quarter. Second quarter 1998 results
were also negatively impacted by inventory write downs as previously discussed.
Xicor took steps in the second quarter of 1998 that are expected to
reduce costs in the third quarter and plans to implement additional cost
reduction measures in the third quarter. However, anticipated continued weak
sales, price erosion and factory underutilization are expected to result in a
loss for the third quarter of 1998.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995
This quarterly report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including statements regarding lower factory
utilization, anticipated continued weak sales, further price erosion, the level
of research and development expenditures during the balance of 1998, the
increase in sales and marketing expenditures, additional cost reduction measures
in the third quarter of 1998 and the expected loss in the third quarter of 1998.
Except for historical information, the matters discussed in this quarterly
report are forward-looking statements that are subject to certain risks and
uncertainties that could cause the actual results to differ materially from
those projected. Factors that could cause actual results to differ materially
include the following: general economic conditions (including in Asia) and
conditions specific to the semiconductor industry, fluctuations in customer
demand, competitive factors such as pricing pressures on existing products and
the timing and market acceptance of new product introductions, Xicor's ability
to have available an appropriate amount of production capacity in a timely
manner, manufacturing efficiencies, the timely development of new products and
processes, and the risk factors listed from time to time in Xicor's SEC reports,
including but not limited to the "Factors Affecting Future Results" section
below and Part I, Item 1. of the Form 10-K. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date hereof. Xicor undertakes no obligation to publicly release or otherwise
disclose the result of any revision to these forward-looking statements which
may be made as a result of events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
-6-
<PAGE> 9
FACTORS AFFECTING FUTURE RESULTS
The semiconductor industry is highly competitive and characterized by
rapidly changing technology and steadily declining product prices. The current
business climate has and will continue to result in less than optimum
utilization of Xicor's wafer fabrication factory, which will adversely affect
Xicor's business and results of operations. Xicor's results of operations are
affected by a wide variety of factors, including general economic conditions and
conditions specific to the semiconductor industry, decreases in average selling
price over the life of any particular product, the timing of new product
introductions (both by Xicor and competitors), availability of new manufacturing
technologies, the ability to secure intellectual property rights in a rapidly
evolving market and the ability to have an appropriate amount of production
capacity in a timely manner. The sales level in any specific quarter is also a
function of orders received during that quarter, as customers continue to
shorten lead times for purchase commitments. Consistent with industry practice,
customer orders are generally subject to cancellation by the customer without
penalty. Xicor may be at a disadvantage in competing with major domestic and
foreign concerns that have significant financial resources, established and
diverse product lines, worldwide vertically integrated production facilities and
extensive research and development capabilities.
The semiconductor industry is also characterized by substantial capital
and research and development investment for products and processes. The rapid
rate of technological change within the industry requires Xicor to continually
develop new and improved products and processes to maintain its competitive
position. Xicor expects to continue to invest in the research and development of
new products and manufacturing processes during the balance of 1998 and beyond,
although there can be no assurances that such research and development efforts
or new products will be successful.
Xicor uses a significant number of computer software programs and
operating systems in its internal operations, including applications used in
financial business systems, manufacturing operations and various administrative
functions. To the extent that these software applications are unable to
appropriately interpret the upcoming calendar Year 2000, some level of
modification and replacement of such software or applications will be necessary.
Xicor has installed and is continuing to install Year 2000 compliant software in
its major systems. Ongoing efforts are being devoted to complete this activity
for the balance of Xicor's systems. The incremental costs associated with these
efforts are currently not expected to be material. Xicor presently believes the
Year 2000 issue will not pose significant operational problems. However, Year
2000 issues could have a significant impact on Xicor's operations and its
financial results if modifications cannot be completed in a timely manner;
unforeseen needs or problems arise; or, if the systems operated by our
customers, vendors or subcontractors are not Year 2000 compliant.
Xicor has an investment portfolio of fixed income securities that are
classified as "held to maturity securities". These securities, like all fixed
income instruments, are subject to interest rate risk and will fall in value if
market interest rates increase. Xicor attempts to limit this exposure by
investing primarily in short-term securities.
From time-to-time Xicor makes certain capital equipment or other
purchases denominated in foreign currencies. As a result, Xicor's cash flows and
earnings are exposed to fluctuations in interest rates and foreign currency
exchange rates. Xicor attempts to limit these exposures through operational
strategies and generally has not hedged currency exposures.
-7-
<PAGE> 10
Due to the foregoing and other factors, past results are a much less
reliable predictor of the future than is the case in many older, more stable and
less dynamic industries. In addition, the securities of many high technology
companies, including Xicor, have historically been subject to extensive price
and volume fluctuations that may adversely affect the market price of their
common stock.
LIQUIDITY AND CAPITAL RESOURCES
At June 28, 1998, Xicor had $21.1 million in cash, cash equivalents and
short-term investments compared to $32.5 million at December 31, 1997. During
the first half of 1998, Xicor used $5.6 million of cash for operating
activities, $2.8 million for equipment purchases and $3 million to repay
long-term obligations. Xicor used long-term lease financing to acquire
additional capital assets of $1.1 million during the six months ended June 28,
1998.
Capital expenditures for the balance of 1998 are planned at less than
$4 million, $1.4 million of which had been committed as of June 28, 1998. The
acquisitions consist principally of equipment necessary for computer system
enhancements, automated design tools and production using the new submicron
technology which is in the latter stages of development. Xicor is investigating
equipment financing for a portion of these acquisitions, but there is no
assurance that such financing will be available.
Xicor has a line of credit agreement with a financial institution that
expires March 31, 1999, provides for borrowings of up to $7.5 million against
eligible accounts receivable and is secured by all of Xicor's assets. Interest
on borrowings is charged at the prime lending rate plus 2% and is payable
monthly. At June 28, 1998, the entire $7.5 million was available to Xicor based
on the eligible accounts receivable balances and the borrowing formulas. To
date, no amounts have been borrowed under this line of credit. Management
believes that currently available cash and expected equipment financing will be
adequate to support Xicor's operations for the next twelve months.
-8-
<PAGE> 11
PART II: OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 29, 1998 the shareholders of Xicor held their annual meeting in Milpitas,
California. The holders of 17,777,331 shares of Common Stock were present or
represented by proxy, and accordingly, a quorum was present and matters were
voted upon as follows:
(a) The following persons were elected directors:
<TABLE>
<CAPTION>
Votes for Votes withheld
---------- ---------------
<S> <C> <C>
Raphael Klein 16,953,595 823,736
Bruce Gray 16,965,113 812,218
Julius Blank 16,965,013 812,318
Andrew W. Elder 16,967,640 809,691
S. Allan Kline 16,959,113 818,218
</TABLE>
(b) The following resolutions were submitted to a vote of the shareholders
at the meeting:
(1) To approve the adoption of the Company's 1998 Employee Stock
Purchase Plan and the reservation of shares of Common Stock
thereunder. The resolution was passed, 16,095,879 shares
voting in favor, 1,563,940 shares voting against and 117,512
shares abstaining.
(2) To ratify the designation of Price Waterhouse LLP (now
PricewaterhouseCoopers LLP) as independent accountants for the
period ending December 31, 1998. The resolution was passed,
17,570,565 shares voting in favor, 154,061 shares voting
against and 52,705 shares abstaining.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed with the Securities and Exchange
Commission during the quarter ended June 28, 1998.
-9-
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
XICOR, INC., a
California Corporation
By /s/ Raphael Klein
-------------------------
Raphael Klein
Chief Executive Officer
(Principal Executive Officer)
By /s/ Geraldine N. Hench
--------------------------
Geraldine N. Hench
Vice President, Finance
(Principal Financial Officer)
Date: August 4, 1998
-10-
<PAGE> 13
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-03-1999
<PERIOD-START> DEC-29-1997
<PERIOD-END> JUN-28-1998
<CASH> 16,900,000
<SECURITIES> 4,152,000
<RECEIVABLES> 8,803,000
<ALLOWANCES> 500,000
<INVENTORY> 20,073,000
<CURRENT-ASSETS> 50,399,000
<PP&E> 146,341,000
<DEPRECIATION> 101,821,000
<TOTAL-ASSETS> 95,111,000
<CURRENT-LIABILITIES> 33,938,000
<BONDS> 0
0
0
<COMMON> 124,240,000
<OTHER-SE> 79,634,000
<TOTAL-LIABILITY-AND-EQUITY> 95,111,000
<SALES> 54,533,000
<TOTAL-REVENUES> 54,533,000
<CGS> 45,413,000
<TOTAL-COSTS> 45,413,000
<OTHER-EXPENSES> 9,194,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 981,000
<INCOME-PRETAX> (11,538,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (11,538,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,538,000)
<EPS-PRIMARY> (0.60)<F1>
<EPS-DILUTED> (0.60)
<FN>
<F1>For Purposes of this Exhibit, Primary means Basic.
</FN>
</TABLE>
