SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1998
Commission File Number 1-9750
Sotheby's Holdings, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Michigan 38-2478409
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
500 North Woodward Avenue, Suite 100
Bloomfield Hills, Michigan 48304
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (810) 646-2400
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 |_|
As of April 30, 1998, there were outstanding 39,708,464 shares of Class A
Limited Voting Common Stock, par value $0.10 per share, and 17,022,094 shares of
Class B Common Stock, par value $0.10 per share, of the Registrant. Each share
of Class B Common Stock is freely convertible into one share of Class A Limited
Voting Common Stock.
1
<PAGE>
INDEX
PART I: FINANCIAL INFORMATION
PAGE
----
Item 1. Financial Statements:
Consolidated Statements of Income for the Three
Months Ended March 31, 1998 and 1997 3
Consolidated Balance Sheets at March 31, 1998
and December 31, 1997 4
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1998 and 1997 5
Notes to the Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 9
PART II: OTHER INFORMATION
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 15
EXHIBIT INDEX 16
SIGNATURE 17
2
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PART 1: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income
Sotheby's Holdings, Inc. and Subsidiaries
(Unaudited)
For the Three Months
Ended March 31,
-------------------------
1998 1997
- --------------------------------------------------------------------------------
(Thousands of dollars, except per share data)
Revenues:
Auction and related revenue $ 55,266 $ 45,116
Other revenue 13,057 8,966
- --------------------------------------------------------------------------------
Total revenues 68,323 54,082
Expenses:
Direct costs of services 17,877 9,988
Salaries and related costs 33,119 28,947
General and administrative 21,863 21,439
Depreciation and amortization 3,233 2,562
Non-recurring charges 0 2,500
- --------------------------------------------------------------------------------
Total expenses 76,092 65,436
================================================================================
Operating loss (7,769) (11,354)
Interest income 647 792
Interest expense 2,774 614
Other income/(expense) (76) 56
- --------------------------------------------------------------------------------
Loss before taxes (9,972) (11,120)
Income tax benefit (3,689) (4,337)
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Net Loss ($ 6,283) ($ 6,783)
================================================================================
Basic Loss Per Share ($ 0.11) ($ 0.12)
================================================================================
Diluted Loss Per Share ($ 0.11) ($ 0.12)
================================================================================
Basic Weighted Average Shares Outstanding (in millions) 56.1 56.0
================================================================================
Diluted Weighted Average Shares Outstanding (in millions) 56.1 56.0
================================================================================
Dividends Per Share $ 0.10 $ 0.10
================================================================================
See accompanying Notes to the Consolidated Financial Statements
3
<PAGE>
Consolidated Balance Sheets
Sotheby's Holdings, Inc. and Subsidiaries
(UNAUDITED)
March 31, December 31,
1998 1997
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(Thousands of dollars)
Assets
Current Assets
Cash and cash equivalents $ 7,788 $ 33,642
Accounts and notes receivable, net of allowance
for doubtful accounts of $9,775 and $10,419
Accounts receivable 168,466 315,274
Notes receivable 170,381 160,807
Other 31,588 35,448
- --------------------------------------------------------------------------------
Total Accounts and Notes Receivable, Net 370,435 511,529
Inventory, net 20,972 23,574
Deferred income taxes 6,643 6,401
Prepaid expenses and other current assets 17,998 18,511
- --------------------------------------------------------------------------------
Total Current Assets 423,836 593,657
Notes receivable 108,232 111,974
Properties, less allowance for depreciation
and amortization of $73,080 and $70,342 80,600 78,542
Intangible assets, less allowance for
amortization of $17,161 and $16,671 32,501 32,618
Investments 37,289 37,466
Other assets 5,611 5,984
- --------------------------------------------------------------------------------
Total Assets $ 688,069 $ 860,241
================================================================================
Liabilities And Shareholders' Equity
Current Liabilities
Due to consignors $ 144,614 $ 352,437
Short-term borrowings 26,794 2,168
Accounts payable and accrued liabilities 72,700 87,252
Deferred revenue 7,376 6,510
Accrued income taxes 12,237 23,568
- --------------------------------------------------------------------------------
Total Current Liabilities 263,721 471,935
Long-Term Liabilities
Commercial paper 155,300 117,000
Deferred income taxes 11,908 11,908
Other long-term obligations 1,102 1,130
- --------------------------------------------------------------------------------
Total Liabilities 432,031 601,973
Shareholders' Equity
Common Stock, $0.10 par value: 5,653 5,582
Authorized shares - 125,000,000 of
Class A and 75,000,000 of Class B
Issued and outstanding shares -
39,511,522 and 38,762,656 of Class A,
and 17,022,094 and 17,058,400 of
Class B, at March 31, 1998 and
December 31, 1997, respectively
Additional paid-in capital 81,825 71,132
Retained earnings 185,127 197,027
Accumulated other comprehensive income (16,567) (15,473)
- --------------------------------------------------------------------------------
Total Shareholders' Equity 256,038 258,268
- --------------------------------------------------------------------------------
Total Liabilities And Shareholders' Equity $ 688,069 $ 860,241
================================================================================
See accompanying Notes to the Consolidated Financial Statements
4
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Consolidated Statements of Cash Flows
Sotheby's Holdings, Inc. and Subsidiaries
(UNAUDITED)
Three Months Ended March 31, 1998 1997
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(Thousands of dollars)
Operating Activities:
Net loss ($ 6,283) ($ 6,783)
Adjustments to reconcile net income to net cash
used by operating activities:
Depreciation and amortization 3,233 2,562
Deferred income taxes 242 (586)
Tax benefit of stock option exercises 1,640 570
Asset provisions 730 424
Other (105) (881)
Changes in assets and liabilities:
Decrease in accounts receivable 150,267 111,854
Decrease (increase) in inventory 2,097 (3,785)
Decrease (increase) in prepaid expenses and
other current assets 513 (623)
Decrease in other assets 374 850
Decrease in due to consignors (207,823) (159,061)
Decrease in accrued income taxes (11,331) (9,221)
Decrease in other liabilities (15,221) (18,844)
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Net cash used by operating activities (81,667) (83,524)
Investing Activities:
Increase in notes receivable (20,986) (36,002)
Collections of notes receivable 14,978 26,617
Capital expenditures (4,010) (1,719)
Decrease in investments 177 89
- --------------------------------------------------------------------------------
Net cash used by investing activities (9,841) (11,015)
Financing Activities:
Increase in commercial paper 38,300 --
Increase in short term borrowings 24,626 31,027
Proceeds from exercise of stock options 8,749 1,638
Dividends (5,617) (5,595)
- --------------------------------------------------------------------------------
Net cash provided by financing activities 66,058 27,070
Effect of exchange rate changes on cash (404) 5,297
- --------------------------------------------------------------------------------
Decrease in cash and cash equivalents (25,854) (62,172)
Cash and cash equivalents at beginning of period 33,642 66,886
- --------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 7,788 $ 4,714
================================================================================
Income taxes paid $ 4,982 $ 342
================================================================================
Interest paid $ 2,462 $ 474
================================================================================
See accompanying Notes to the Consolidated Financial Statements
5
<PAGE>
SOTHEBY'S HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The consolidated financial statements included herein have been prepared
by Sotheby's Holdings, Inc. (together with its subsidiaries, the
"Company") pursuant to the rules and regulations of the Securities and
Exchange Commission. These consolidated financial statements should be
read in conjunction with the consolidated financial statements and the
notes thereto incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended December 31, 1997 (the "Annual Report").
In the opinion of the management of the Company, all adjustments,
consisting of normal recurring adjustments, necessary for a fair
presentation of the results of operations for the three months ended March
31, 1998 and 1997 have been included. Certain prior period amounts have
been restated to conform to the current year's presentation. Principal
activities and revenues from Emmerich Galleries have been reclassified to
auction and related revenue from other revenue.
2. Notes Receivable
The Company provides collectors, museums and dealers with financing
secured by works of art which the Company typically controls. As of March
31, 1998, an amount equal to approximately 50% of the Company's notes
receivable (current and non-current) was extended to two borrowers. No
other individual loans amounted to more than 5% of total assets at March
31, 1998. Subsequent to March 31, 1998, one of these loans was repaid. The
remaining loan is approximately 34% of the Company's notes receivable at
March 31, 1998. On occasion the Company will also make loans at loan to
value ratios higher than 50% where the Company participates in a share of
the sale proceeds if the property sells for more than an agreed target
amount and the Company shares in a portion of the loss if the property
does not sell at or above the target amount.
Following are the changes in the allowance for credit losses relating to
both current and non-current notes receivable for the three months ended
March 31, 1998 and 1997 (in thousands):
1998 1997
---- ----
Allowance for credit losses
at December 31, 1997 and 1996 $ 3,620 $ 2,501
Provisions 238 63
Write-offs -- (3)
Other 27 (25)
------- -------
Allowance for credit losses
at March 31, 1998 and 1997 $ 3,885 $ 2,536
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6
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3. Credit Arrangements
At March 31, 1998, pursuant to the Company's $200 million U.S. commercial
paper program, there were $155.3 million of outstanding commercial paper
notes at weighted average discount rates of 5.63% with average maturities
of 15.8 days. These notes have been classified on the consolidated balance
sheet as long-term liabilities based on the Company's ability to maintain
or refinance these obligations on a long-term basis. At March 31, 1998,
the Company also had $26.8 million outstanding under domestic and foreign
bank lines of credit at weighted average interest rates of 6.59%.
4. Comprehensive Income
On January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 "Reporting Comprehensive Income" which requires certain
transactions to be included as adjustments to net income in order to
report comprehensive income. These transactions referred to as other
comprehensive income represent items that, under previous accounting
standards, bypassed the statement of income and were reported directly as
adjustments to the equity section of the balance sheet. The Company's
other comprehensive income consisted of the change in the Foreign currency
translation adjustment amount during the period. The Foreign currency
translation adjustment amount previously reported as a separate component
of shareholders' equity is now included in Accumulated other comprehensive
income in the Consolidated Balance Sheets. Comprehensive loss for the
three months ended March 31, 1998 and 1997 amounted to $7.4 million and
$11.1 million, respectively. This improvement in comprehensive income was
due to lower foreign currency translation losses of $3.2 million in 1998
and a lower net loss of $0.5 million in 1998.
5. Commitments and Contingencies
The Company, in the normal course of business, is a defendant in various
legal actions.
In conjunction with the client loan program, the Company enters into
legally binding arrangements to lend, generally on a collateralized basis,
to potential consignors and other individuals who have collections of fine
art and other objects. Unfunded commitments to extend additional credit
were approximately $32.2 million at March 31, 1998.
On certain occasions, the Company will guarantee to the consignor a
minimum price in connection with the sale of property at auction. The
Company must perform under its guarantee only in the event that the
property sells for less than the minimum price and the Company must pay
the difference between the sale price at auction and the amount of the
guarantee. At May 15, 1998, the Company had outstanding guarantees
totaling approximately $4 million which covers auction property having a
mid-estimate sales price of approximately $5 million. Under certain
guarantees, the Company participates in a share of the proceeds if the
property under guarantee sells above a minimum price. In addition, the
Company is obligated under the terms of certain guarantees to fund a
portion of the guarantee prior to the auction. At March 31, 1998, no
amounts had been funded.
In the opinion of management, the commitments and contingencies described
above currently are not expected to have a material adverse effect on the
Company's consolidated financial statements.
7
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6. Seasonality of Business
The worldwide art auction market has two principal selling seasons, spring
and fall. During the summer and winter, sales are considerably lower. The
table below demonstrates that at least 80% of the Company's auction sales
are derived from the second and fourth quarters of the year.
Percentage of Annual
Auction Sales
---------------------------
1997 1996 1995
---- ---- ----
January - March 11% 10% 11%
April - June 35% 39% 39%
July - September 8% 9% 7%
October - December 46% 42% 43%
--- --- ---
100% 100% 100%
=== === ===
8
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
The worldwide auction business is highly seasonal in nature, with two
principal selling seasons, spring and fall. Accordingly, first and third
quarter results reflect lower auction sales and lower operating margins
than the second and fourth quarters due to the fixed nature of many of the
operating expenses. (See Note 6 in the Notes to the Consolidated Financial
Statements for additional information.)
Following is a geographical breakdown of the Company's auction sales for
the three months ended March 31, 1998 and 1997 (in thousands):
For the Three Months
Ended March 31,
1998 1997
-----------------------
North America $173,804 $137,170
Europe 78,132 64,942
Asia 0 5,150
-------- --------
Total $251,936 $207,262
======== ========
For the quarter ended March 31, 1998, worldwide auction sales of $251.9
million increased $44.7 million, or 22%, compared to the first quarter of
1997. Auction sales recorded by the Company's foreign operations were not
materially affected by translation into U.S. dollars for the first quarter
of 1998. The increase in first quarter sales occurred largely in North
America primarily due to the Old Masters paintings and drawings sales and
the sale of the Collection of H.R.H. the Duke and Duchess of Windsor. The
sales increase in Europe was principally due to the results of the Roger
Collection and Russian sales in London. No sales took place in Asia in the
first quarter of 1998.
For the first quarter of 1998, worldwide auction and related revenues
increased $10.2 million, or 22%, compared to 1997. Foreign currency
exchange rate movements did not materially affect revenues for the first
quarter of 1998. This increase was primarily a result of higher commission
revenue due to the increased sales discussed above and an increase in
expense recoveries associated with the sale of the Collection of H.R.H.
the Duke and Duchess of Windsor. Auction and related revenues as a
percentage of sales for the three months ended March 31, 1998 was
relatively flat in comparison to the three months ended March 31, 1997.
9
<PAGE>
Other revenue, which primarily includes revenues from art-related
financing activities and real estate operations, increased $4.1 million,
or 46% in the first quarter of 1998 when compared to the same quarter of
1997. This increase was due to stronger real estate sales in the U.S. and
an increase in the average loan portfolio balance.
Total expenses increased $10.7 million in the first quarter of 1998
compared to 1997. Movements in foreign currency exchange rates did not
have a material impact on first quarter expenses.
Direct costs of services (which consist largely of catalogue production
and distribution costs as well as corporate marketing and sale marketing
expenses) increased $7.9 million during the first quarter of 1998 compared
to the same period of 1997. This increase reflects higher auction sales
and the impact of costs associated with the sale of the Collection of
H.R.H. the Duke and Duchess of Windsor which were partially recovered and
reflected in auction and related revenue as well as increased corporate
marketing costs.
Excluding non-recurring charges, all other operating expenses (which
include salaries and related costs, general and administrative expenses as
well as depreciation and amortization) totaled $58.2 million for the first
quarter of 1998, an increase of 10% compared to the first quarter of 1997.
This increase was principally due to an increase in salaries and related
costs resulting from new initiatives.
During the first quarter of 1997, the Company recorded non-recurring
charges of $2.5 million which consist largely of legal and other
professional fees associated with the Independent Review Committee.
Net interest expense increased $2.3 million for the three months ended
March 31, 1998 due to additional commercial paper borrowings to fund the
increased loan portfolio.
The consolidated effective tax rate was 37% for the quarter ended March
31, 1998 compared to 39% in the prior year.
For the first quarter of 1998, the Company's net loss improved 7%, to a
net loss of $6.3 million from a net loss of $6.8 million in the first
quarter of 1997. The diluted loss per share for the first quarter of 1998
improved 8% to $0.11 from $0.12 in the first quarter of 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's net debt position (total debt, which includes short-term
borrowings and commercial paper, less cash and cash equivalents) totaled
$174.3 million at March 31, 1998 compared to a net debt position of $85.5
million at December 31, 1997, reflecting the seasonal nature of the
Company's auction business. Working capital (current assets less current
liabilities) at March 31, 1998 was $160.1 million compared to $121.7
million at December 31, 1997.
10
<PAGE>
The Company's client loan portfolio increased to $282.5 million at March
31, 1998 from $276.4 million at December 31, 1997. These amounts include
$108.2 million and $112.0 million of loans which have a maturity of more
than one year at March 31, 1998 and December 31, 1997, respectively.
The Company relies on internally generated funds and borrowings to meet
its financing requirements. The Company may issue up to $200 million of
short-term notes pursuant to its U.S. commercial paper program. The
Company supports any short-term notes issued under its U.S. commercial
paper program with committed credit facilities. The Company maintains $300
million of committed and available financing to July 11, 2001 pursuant to
a bank credit agreement.
For the three months ended March 31, 1998, the Company's primary sources
of liquidity were derived from available cash balances supplemented by
commercial paper and short term borrowings. The most significant cash uses
during the first three months of 1998 were operations, the net funding of
the client loan portfolio and payment of shareholder dividends.
Capital expenditures, consisting primarily of office and auction facility
refurbishment and the acquisition of computer equipment, totaled $4.0 and
$1.7 million for the first three months of 1998 and 1997, respectively.
In certain instances, consignor advances are made with recourse limited
only to the works of art consigned for sale and pledged as security for
the loan. As of March 31, 1998, no such advances were outstanding. From
time to time, the Company has off-balance sheet commitments to consignors
that property will sell at a minimum price and legally binding lending
commitments in conjunction with the client loan program. (See Note 5 in
the Notes to the Consolidated Financial Statements for additional
information.) The Company does not believe that material liquidity risk
exists relating to these commitments.
The Company believes that operating cash flows will be adequate to meet
normal working capital requirements and that the commercial paper program
and credit facilities will continue to be adequate to fund the client loan
program, peak working capital requirements and short-term commitments to
consignors.
The Company evaluated the adequacy of its principal auction premises for
the requirements of the present and future conduct of its business. An
application to re-zone the site of the Company's New York auction facility
and global headquarters was filed with New York City in October of 1997.
The filing outlined the Company's intent to construct a six story addition
and to renovate its current facility on York Avenue. The City of New York
has decided to permit the Company to proceed on a "short" zoning
application process with the target of Summer 1998 for the issuance of a
building permit and initiation of construction.
This planned construction will expand auction, warehouse and office space
in New York City and will enable the Company to consolidate its auction
operations in New York into one facility. If the project is approved by
the City of New York, the capital expenditures relating to the new
building construction will be in the range of $100-115 million. As of May
8, 1998 the Company has financial commitments in relation to this project
of approximately $12 million. The Company believes that adequate capital
and debt financing will be available to complete this proposed project.
The Company is currently discussing financing options with various
financial institutions but will most likely finance this expenditure
through the U.S. public debt market.
11
<PAGE>
FORWARD-LOOKING STATEMENTS
This form 10-Q contains certain forward-looking statements, as such term
is defined in Section 21E of the Securities Exchange Act of 1934, as
amended, relating to future events and the financial performance of the
Company, particularly with respect to the adequacy of working capital as
well as additional capital necessary for the planned expansion of the
Company's New York auction facility. Such statements are only predictions
and involve risks and uncertainties, resulting in the possibility that the
actual events or performance will differ materially from such predictions.
Major factors which the Company believes could cause the actual results to
differ materially from the predicted results in the forward-looking
statements include, but are not limited to, the following, which are not
listed in any particular rank order:
(1) The Company's business is seasonal, with peak revenues and operating
income occurring in the second and fourth quarters of each year as a
result of the traditional spring and fall art auction season.
(2) The overall strength of the international economy and financial
markets and, in particular, the economies of the United States, the United
Kingdom, and the major countries of Continental Europe and Asia
(principally Japan and Hong Kong).
(3) Competition with other auctioneers and art dealers.
(4) The volume of consigned property and the marketability at auction of
such property.
(5) The planned expansion of a New York auction facility and global
headquarters.
See Note 5 in the Notes to the Consolidated Financial Statements for
additional information.
12
<PAGE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On April 30, 1998, the Company held its annual meeting of shareholders.
The matters on which the shareholders voted were: (i) the election of three
directors by holders of Class A Limited Voting Common Stock; (ii) the election
of seven directors by the holders of Class B Common Stock; and (iii) the
ratification of the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the year ended December 31, 1998. All nominees were
elected, and all proposals passed.
The results of the voting are shown below:
ELECTION OF CLASS A DIRECTORS
NOMINEES FOR AGAINST WITHHELD
-------- --- ------- --------
Walter J.P. Curley 33,980,001 0 93,627
Max M. Fisher 33,978,933 0 94,695
A. Alfred Taubman 33,513,589 0 560,039
ELECTION OF CLASS B DIRECTORS
NOMINEES FOR AGAINST WITHHELD
-------- --- ------- --------
Conrad Black 165,819,280 0 0
Viscount Blakenham 165,819,280 0 0
Diana D. Brooks 165,819,280 0 0
The Marquess of
Hartington 165,819,280 0 0
Henry R. Kravis 165,819,280 0 0
Jeffrey H. Miro 165,819,280 0 0
Sharon Percy Rockefeller 165,819,280 0 0
RATIFICATION OF INDEPENDENT AUDITORS
199,892,908 Votes were cast;
199,862,851 Votes were cast for the Resolution;
9,771 Votes were cast against the Resolution; and
20,286 Votes were abstained
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Reports on Form 8-K None.
13
<PAGE>
Exhibit Index
Exhibit No. Description
----------- -----------
27. Financial Data Schedule
14
<PAGE>
SOTHEBY'S HOLDINGS, INC.
AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed this the 15th day of May, 1998, on its
behalf by the undersigned, thereunto duly authorized and in the capacity
indicated.
SOTHEBY'S HOLDINGS, INC.
By: /s/ Cyndee L. Grillo
---------------------------------
Cyndee L. Grillo
Vice President, Controller
and Chief Accounting Officer
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 3,088
<SECURITIES> 4,700
<RECEIVABLES> 370,435
<ALLOWANCES> 9,775
<INVENTORY> 20,972
<CURRENT-ASSETS> 423,836
<PP&E> 80,600
<DEPRECIATION> 73,080
<TOTAL-ASSETS> 688,069
<CURRENT-LIABILITIES> 263,721
<BONDS> 0
5,653
0
<COMMON> 0
<OTHER-SE> 250,385
<TOTAL-LIABILITY-AND-EQUITY> 688,069
<SALES> 0
<TOTAL-REVENUES> 68,323
<CGS> 0
<TOTAL-COSTS> 17,641
<OTHER-EXPENSES> 35,280
<LOSS-PROVISION> 401
<INTEREST-EXPENSE> 2,774
<INCOME-PRETAX> (9,972)
<INCOME-TAX> (3,689)
<INCOME-CONTINUING> (6,283)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,283)
<EPS-PRIMARY> (0.11)
<EPS-DILUTED> (0.11)
</TABLE>
