<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 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 000-18815
---------
OUTLOOK GROUP CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-1278569
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1180 American Drive
Neenah, Wisconsin 54956
--------------------------------------------------------------------
(Address of principal executive offices, including zip code)
(920) 722-2333
-------------------------------------------------------------
(Registrant's telephone number, including area code)
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 twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---- ----
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date.
4,667,132 shares of common stock, $.01 par value, were
outstanding at January 13, 1999.
<PAGE> 2
OUTLOOK GROUP CORP. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements 3
Condensed Consolidated Balance Sheets 4
As of November 30, 1998 and May 31, 1998 (Unaudited)
Condensed Consolidated Statements of Operations 5
For the three months and six months ended November 30, 1998
and November 28, 1997 (Unaudited)
Condensed Consolidated Statements of Cash Flows 6
For the six months ended November 30, 1998 and
November 28, 1997 (Unaudited)
Notes to Condensed Consolidated Financial Statements 7
(Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition 8
and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits of Reports on Form 8-K 11
SIGNATURES 12
EXHIBIT INDEX 13
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The condensed consolidated financial statements included herein have been
included by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. This information is unaudited but includes all
adjustments (consisting only of normal recurring accruals) which, in the
opinion of Company management, are necessary for a fair presentation of the
Company's financial position and results of operations for such periods.
The results of operations for interim periods are not necessarily
indicative of the results of operations for the entire year. It is
suggested that these condensed financial statements be read in conjunction
with the financial statements and the notes thereto included in the
Company's 1998 Form 10-K. The May 31, 1998 Condensed Consolidated Balance
Sheet data was derived from audited financial statements, but does not
include all disclosures required by the Generally Accepted Accounting
Principles.
-1-
<PAGE> 4
OUTLOOK GROUP CORP. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
November 30, May 31,
ASSETS 1998 1998
========================================================================
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 1,169 $ 2,825
Accounts receivable, less allowance for 10,638 11,427
doubtful accounts of $1,670 and $1,575,
respectively
Notes receivable-current portion 1,216 1,726
Inventories 5,989 5,707
Deferred income taxes 406 406
Income taxes refundable 671 901
Other 585 433
---------------------
Total current assets 20,674 23,425
Notes receivable, less allowance for 2,814 3,042
doubtful accounts of $477 in both years
Property, Plant, & Equipment
Land 589 589
Building and improvements 11,137 11,132
Machinery & equipment 38,467 36,739
---------------------
50,193 48,460
Accumulated depreciation (24,944) (23,293)
---------------------
25,249 25,167
Other assets 1,503 1,823
---------------------
Total assets $ 50,240 $ 53,457
=====================
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities
Current maturities on long term debt 1,858 1,658
Accounts payable 1,999 4,703
Accrued liabilities
Salaries and wages 1,206 1,472
Other 1,382 1,407
---------------------
Total current liabilities 6,445 9,240
Long term debt less current maturities 5,919 7,061
Deferred income taxes 3,762 3,773
Shareholders' Equity
Common stock 51 51
Additional paid in capital 18,494 18,494
Retained earnings 20,118 19,287
Treasury stock (4,449) (4,449)
Officer loans (100) -
---------------------
Total Shareholders' equity 34,114 33,383
---------------------
Total liabilities and shareholders' equity $ 50,240 $ 53,457
=====================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
Outlook Group Corp. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
(In Thousands, Except Share and Per Share Amounts)
<TABLE>
<CAPTION>
Three Month Period Ended Six Month Period Ended
November 30, 1998 November 28, 1997 November 30, 1998 November 28, 1997
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Net sales $ 17,798 $ 18,089 $ 34,779 $ 33,400
Cost of goods sold 14,132 14,290 28,183 26,684
----------- ----------- ----------- -----------
Gross profit 3,666 3,799 6,596 6,716
Selling, general, and
admin. expenses 2,699 3,028 5,272 5,200
----------- ----------- ----------- -----------
Operating profit 967 771 1,324 1,516
Other income/(expense):
Interest expense (204) (567) (323) (1,057)
Interest and other income 204 318 357 392
----------- ----------- ----------- -----------
Earnings from
continuing operations before
income taxes 967 522 1,358 851
Income tax expense 373 193 527 329
----------- ----------- ----------- -----------
Earnings from continuing operations 594 329 831 522
Discontinued operations:
Earnings (Loss) from
discontinued operations before
income taxes -- (94) -- 18
Income tax expense/(benefit) -- (36) -- 7
----------- ----------- ----------- -----------
Earnings (Loss) from
discontinued operations -- (58) -- 11
----------- ----------- ----------- -----------
Net earnings $ 594 $ 271 $ 831 $ 533
=========== =========== =========== ===========
Net earnings (loss) per common share: - Basic
Continuing $ 0.13 $ 0.07 $ 0.18 $ 0.11
Discontinued -- (0.01) -- (0.00)
Total $ 0.13 $ 0.06 $ 0.18 $ 0.11
=========== =========== =========== ===========
Net earnings (loss) per common share: - Diluted
Continuing $ 0.13 0.07 $ 0.18 0.11
Discontinued -- (0.01) -- (0.00)
Total $ 0.13 $ 0.06 $ 0.18 $ 0.11
=========== =========== =========== ===========
Weighted average
number of shares outstanding-Basic 4,667,132 4,656,338 4,667,132 4,654,487
=========== =========== =========== ===========
Weighted average
number of shares outstanding-Diluted 4,667,132 4,698,561 4,667,132 4,689,982
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
OUTLOOK GROUP CORP. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
SIX MONTH PERIOD ENDED
November 30, 1998 November 28, 1997
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 831 $ 533
Adjustments to reconcile net earnings to
net cash used by operating activities:
Depreciation and amortization 1,984 2,594
Loss on Sale of Assets - (456)
Change in assets and liabilities:
Accounts and notes receivable 1,527 (6)
Inventories (282) (140)
Prepaid expenses and other assets (165) 1,012
Accounts payable (2,704) (774)
Accrued liabilities (291) 733
Income taxes 219 22
---------------------------------------------
Net cash provided by operating activities 1,119 3,518
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of fixed assets - 3,666
Purchases of property, plant, and equip. (1,733) (313)
Loan to Officer (100) -
Other - (1,068)
---------------------------------------------
Net cash provided by (used in) investing activities (1,833) 2,285
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in revolving credit
arrangement borrowings - (753)
Increase in cash overdraft - 72
Net payments on long-term borrowings (942) (5,157)
Exercise of stock options - 35
---------------------------------------------
Net cash used in financing activities (942) (5,803)
Net decrease in cash (1,656) -
Cash and cash equivalents at beginning of period 2,825 -
---------------------------------------------
Cash and cash equivalents at end of period $ 1,169 $ -
=============================================
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 7
OUTLOOK GROUP CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOVEMBER 30, 1998
1. Net Earnings (Loss) Per Common Share:
Basic earnings per share is computed by dividing net earnings by the
weighted average shares outstanding during each period. Diluted
earnings per share is computed similar to basic earnings per share
except that the weighted average shares outstanding is increased to
include the number of additional shares that would have been
outstanding if stock options were exercised and the proceeds from such
exercise were used to acquire shares of common stock at the average
market price during the period.
<TABLE>
<CAPTION>
Three-Month Period Ended Six-Month Period Ended
November 30, November 28, November 30, November 28,
1998 1997 1998 1997
----------- ----------- ----------- --------------
<S> <C> <C> <C> <C>
Weighted average
shares outstanding
Basic 4,667,132 4,656,338 4,667,132 4,654,487
Effect of dilutive
securities - stock
options -- 42,223 -- 35,495
--------- --------- --------- ---------
Weighted average
shares outstanding -
Dilutive 4,667,132 4,698,561 4,667,132 4,689,982
========= ========= ========= =========
</TABLE>
2. Inventories:
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
November 30, 1998 May 31, 1998
----------------- ------------
<S> <C> <C>
Raw materials $ 2,649 $ 2,202
Work in process 1,155 1,160
Finished goods 2,185 2,345
---------- ----------
$ 5,989 $ 5,707
========== ==========
</TABLE>
3. Income Taxes:
The effective income tax rate used to calculate the income tax expense
(benefit) for the six-month periods ended November 30, 1998 and
November 28, 1997, is based on the anticipated income tax rate for the
entire fiscal year.
4. Loan to Officer:
In July, 1998 the Company executed a $100,000 loan to the President and
Chief Operating Officer of the Company. The term of the loan is five
years at an interest rate of 8% per annum.
5. Debt:
As of November 30, 1998 the Company had not drawn any funds that were
available for working capital under terms of the revolving credit
agreement.
6. Accounting Periods:
The Company has elected to adopt 13 week quarters beginning in fiscal
1997; however, fiscal year-end remains May 31.
- 5 -
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following section presents a discussion and analysis of the Company's
results and operations during the second quarters, and first six months, of
fiscal 1999 and 1998, and its financial condition at quarter end of November 30,
1998. Statements that are not historical facts (such as statements in the future
tense or using terms such as "believe", "expect" or "anticipate") may be
forward-looking statements that involve risks and uncertainties. The Company's
actual future results could materially differ from those discussed. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed in the following sections, particularly immediately below and
under "General Factors."
RESULTS OF OPERATIONS
In the second quarter of fiscal 1999, net sales were $17.8 million, down
slightly from $18.1 million for the same period in the prior year. For the first
six months of fiscal 1999, sales of $34.8 million were up approximately $1.4
million from sales of $33.4 million through six months of fiscal 1998. The
company generated increased sales of approximately $2.5 million in direct mail
activities and $1.4 million in sales of print, finishing, and distribution
services; and, approximately $2.4 million of sales decreases in flexible and
paperboard packaging. A flexible packaging account that generated approximately
$1.8 million of sales in the first six months of both fiscal 1999 and 1998, and
a total of $3.0 million for all of fiscal 1998, has notified the company in
December 1998 that it plans on moving that business to another supplier.
Management is evaluating the effect of this reduction of business in flexible
operations, and is considering various strategies for addressing this situation
and other effects of the increasingly competitive flexible packaging markets.
Management continues to focus its sales efforts at market opportunities
utilizing its "core" operational competencies and developing special niches for
improved overall profitability.
Gross profit increased from 17.2% in the first quarter to 20.6% in the second
quarter of fiscal 1999 as compared to 19.0% and 21.0% in fiscal 1998.
Year-to-date gross profit margins are 19% of sales in fiscal 1999 as compared to
20% in fiscal 1998. The margin reductions reflect increased competition within
the markets, in particular flexible packaging; changes in the product mix toward
lower margins in labeling operations; higher manufacturing costs due to labor
shortages; and additional set-up time for shorter production runs in flexible
packaging operations. Overall reductions have been offset by increased margins
in the print, finishing, distribution, and direct mail operations.
Selling, general and administrative expenses decreased for the quarter and on a
year-to-date basis are 15.2% of sales as compared to 15.6% of sales in fiscal
1998. In the second quarter of fiscal 1999, increases in the company's sales,
marketing, and product development efforts initiated during the first quarter
have been offset by savings in general and administrative expenses.
As a result of the above, the company improved operating profit during the
second quarter of fiscal 1999 to 5.4% of sales as compared to 4.3% in fiscal
1998; on a year to date basis, operating profit is 3.8% as compared to 4.5% in
fiscal 1998.
Interest expense was reduced for the current quarter and year-to-date compared
to the prior year. Year-to-date interest savings of $734,000 compared to fiscal
1998 resulted from a reduced interest rate on market sensitive loans and an
approximate $10.8 million reduction in debt during the periods. The company
reduced debt with cash available from various asset sales, the sale of a
subsidiary, and improved management of operations and working capital.
Other income includes earnings on invested cash balances and gains on the sale
of assets.
Income tax expense is being accrued for the year at the rate of 38.5% although
quarter to quarter fluctuations may occur.
<PAGE> 9
As a result of these factors, quarterly earnings from continuing operations
increased to $594,000 or $0.13 per share, compared to $329,000 or $0.07 per
share for the same period last year. Earnings from continuing operations were
$831,000 or $0.18 per share for the first half of fiscal 1999, compared to
$522,000 or $0.11 per share for the comparable period.
In the second quarter of fiscal 1997, the Company began accounting for the
Company's former food processing business as a discontinued operation. On May 1,
1998, Outlook Foods was sold and therefore is not reported in fiscal 1999
results. Outlook Foods' operations resulted in a net loss of $58,000 in the
second quarter of fiscal 1998, and a net income of $11,000 in the first six
months of fiscal 1998.
LIQUIDITY AND CAPITAL RESOURCES
As shown in the Condensed Consolidated Statements of Cash Flows, the ending cash
balance decreased $1.7 million from the beginning of this six-month period to
the end.
Operating activities provided $1.1 million of increased cash during the first
six months. Cash from profitable operations before depreciation generated $2.8
million. Further cash of $1.7 million was generated from the collection of
accounts receivable and income tax refunds. These operating sources of cash were
offset by a $3.0 million reduction of accounts payable and accrued liabilities
and a $400,000 increase of inventories and prepaid assets.
Investing activities represent the acquisition of $1.7 million in plant and
equipment for the purpose of increasing productivity and increasing capacity of
the core business. Approximately $400,000 relates to expanded capabilities in
direct mail services and $500,000 relates to increased sheeting capabilities.
Cash was also used to reduce the Company's long-term debt by approximately $1
million. As of the quarter end, the company was in compliance with all of its
loan covenants.
The Company regularly reassesses how its various operations complement the
Company as a whole and considers strategic decisions to acquire new operations
or expand, terminate or sell certain existing operations. These reviews resulted
in various transactions during fiscal 1998, and may result in additional
transactions during fiscal 1999 and beyond.
YEAR 2000 COMPLIANCE
The Company has taken, and is continuing to take, actions intended to assure
that its computer systems and other equipment are capable of functioning in, and
processing for, periods for the Year 2000 and beyond. The Company has
implemented a program intended to address, on a timely basis, "Year 2000
Compliance" (the need for computer applications and other systems used by the
Company to function in and after the Year 2000 and to recognize and properly
perform date sensitive functions involving dates after December 31, 1999.)
Based on the current status of the Company's compliance efforts, the costs
associated with identified Year 2000 compliance issues are not expected to have
a material effect on the results of operations or on the financial condition of
the Company. The Company has developed implementation plans with its software
vendors to upgrade to software versions that are Year 2000 compliant. In
addition, the Company has reviewed, or is in process of reviewing, equipment
that uses computerized controls or imbedded processors, to help assure that such
equipment will function properly in the Year 2000 and beyond. The Company has
not, to date, identified deficiencies which it believes cannot be corrected or
which will have a material effect, either financially or operationally, on the
Company. As part of its compliance review the company has completed an
assessment regarding the feasibility of changing rather than upgrading its
existing production and financial reporting systems. The Company has decided to
upgrade its existing systems to vendor versions that are Year 2000 compliant and
has entered into agreements to
<PAGE> 10
begin the upgrades at the beginning of the company's fourth quarter. The Company
believes that this will allow it to address Year 2000 related issues of these
systems on a timely basis; however, successful implementation is subject to
future events, including third party performance of these agreements. To the
extent it believes appropriate, the Company has had such discussions as believed
appropriate with suppliers of this equipment and has confirmed Year 2000
compliance with key suppliers and customers.
Given its present understanding of potential Year 2000 problems, the Company
believes that if compliance is not achieved, the largest problem the Company
might experience is a delay in obtaining production and financial reporting
information. Since computer software vendors have not indicated potential delays
in scheduled system upgrade availability and implementation dates, the Company
has not yet developed specific contingency plans, but will do so later in
calendar 1999 if circumstances would require.
At this time, the Company does not expect that the reasonably foreseeable
consequences of Year 2000 compliance will have material effects on the Company's
business, operations or financial condition. However, Year 2000 compliance has
many elements and potential consequences, some of which may not be foreseeable.
Therefore, there can be no assurance that unforeseen circumstances will not
arise, or that the Company will not in the future identify equipment or systems,
or suppliers or customers, which are not Year 2000 compliant.
GENERAL FACTORS
Because of the project-oriented nature of the Company's business, the Company's
largest customers have historically tended to vary from year to year depending
on the number and size of the projects completed for these customers, and the
Company is dependent upon its ability to retain, and obtain new, customers.
Changes in the Company's project mix and timing of projects make predictability
of the Company's future results very difficult. Customers generally purchase the
Company's services under cancelable purchase orders rather than long-term
contracts, although exceptions sometimes occur when the Company is required to
purchase substantial inventories or special machinery to meet orders. The
Company believes that operating without long-term contracts is consistent with
industry practices, although it increases the Company's vulnerability to losses
of business and significant period-to-period changes.
The Company uses complex and specialized equipment and systems to provide and
support its services. Therefore, the Company is dependent upon the functioning
of such machinery, and its ability to acquire and maintain appropriate
equipment. As discussed above, the Company is also required to take future
action to address Year 2000 related issues, which could materially adversely
affect the Company if not implemented successfully on a timely basis.
As do other companies, the Company has significant accounts receivable or other
amounts due from its customers. From time to time, certain of these accounts
receivable or other amounts due have become unusually large and/or overdue, and
on occasion the Company has taken significant write-offs relating to accounts
receivable. The failure of the Company's customers to pay in full amounts due to
the Company would affect future profitability.
In addition, the Company's business requires it to maintain substantial
inventories. From time to time, changes in customer projects or Company services
can render certain inventories obsolete, and from time to time the Company has
taken substantial write-offs of obsolete inventories. The need to take such
write-offs in the future may affect future profitability and depends upon
changing customer requirements and other factors beyond the Company's control.
<PAGE> 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discussion about the Company's risk-management activities may
include forward-looking statements that involve risk and uncertainties. Actual
results could differ materially from those discussed.
The Company has financial instruments, including notes receivable and long-term
debt, which are sensitive to changes in interest rates. However, the Company
does not use any interest-rate swaps or other types of derivative financial
instruments to limit its sensitivity to changes in interest rates because of the
relatively short-term nature of its notes receivable and variability of interest
rates on certain of its long-term debt.
The Company does not believe there has been any material changes in the reported
market risks faced by the Company since the end of its most recent fiscal year,
May 31, 1998.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a), (c) At the Company's annual meeting of shareholders on October 15,
1998, the four continuing directors who were management's nominees for
re-election, and one new management nominee for director, were elected
to the Outlook Group Board of Directors. The nominees/directors were
re-elected or elected with the following votes:
<TABLE>
<CAPTION>
Director's Name Votes "For" Authority for Voting Withheld
--------------- ----------- -----------------------------
<S> <C> <C>
Jeffry H. Collier 4,187,869 239,952
Pat Richter 4,106,080 321,741
A. John Wiley 4,224,785 203,036
James L. Dillon 4,254,693 173,128
Joseph J. Baksha 3,891,997 535,824
</TABLE>
Harold J. Bergman and Richard C. Fischer continue as directors whose terms
expire in 1999.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Incorporated by reference from the Exhibit List which is
included as the last page of this report.
(c) Reports on Form 8-K
None filed during the quarter.
<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.
OUTLOOK GROUP CORP.
-------------------
(Registrant)
/s/ Richard C. Fischer
Dated: January 14th, 1999 --------------------------------------
---- Richard C. Fischer, Chairman and
Chief Executive Officer
/s/ Paul M. Drewek
---------------------------------------
Paul M. Drewek, Assistant Secretary and
Chief Financial Officer
<PAGE> 13
OUTLOOK GROUP CORP.
EXHIBIT INDEX
to FORM 10-Q
for the quarter ended November 30, 1998
Exhibit Filed
Number Description Herewith
- --------------------------------------------------------------------------------
27 Financial Data Schedule X
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1999
<PERIOD-START> AUG-29-1998
<PERIOD-END> NOV-30-1998
<CASH> 1169
<SECURITIES> 0
<RECEIVABLES> 10638
<ALLOWANCES> 1670
<INVENTORY> 5989
<CURRENT-ASSETS> 20674
<PP&E> 50193
<DEPRECIATION> 24944
<TOTAL-ASSETS> 50240
<CURRENT-LIABILITIES> 6445
<BONDS> 0
0
0
<COMMON> 51
<OTHER-SE> 34063
<TOTAL-LIABILITY-AND-EQUITY> 50240
<SALES> 17798
<TOTAL-REVENUES> 17798
<CGS> 14132
<TOTAL-COSTS> 16831
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 204
<INCOME-PRETAX> 967
<INCOME-TAX> 373
<INCOME-CONTINUING> 594
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 594
<EPS-PRIMARY> .13
<EPS-DILUTED> .13
</TABLE>
