SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 28, 1997
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 No. 0-23226
GRILL CONCEPTS, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 13-3319172
- -------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
11661 San Vicente Blvd., Suite 404, Los Angeles, California 90049
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(Address of principal executive offices)
(310) 820-5559
---------------------------
(Issuer's telephone number)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 November 3, 1997, 15,672,481 shares of Common Stock of the issuer
were outstanding.
<PAGE>
GRILL CONCEPTS, INC.
INDEX
Page
Number
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets - September 28, 1997
and December 29, 1996............................................ 1
Consolidated Condensed Statements of Operations - For the
three months and nine months ended September 28, 1997 and
September 29, 1996............................................... 3
Consolidated Condensed Statements of Cash Flows - For the
nine months ended September 28, 1997 and September 29, 1996...... 4
Notes to Consolidated Condensed Financial Statements............. 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 7
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................. 9
SIGNATURES................................................................. 9
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GRILL CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 28, December 29,
1997 1996
---------------- ----------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $303,221 $372,317
Inventory 251,568 239,237
Prepaid expenses 1,046,904 1,038,036
---------------- ----------------
Total current assets 1,601,693 1,649,590
---------------- ----------------
Property and equipment, at cost 10,256,685 8,589,597
Less: accumulated depreciation (4,009,524) (3,364,486)
---------------- ----------------
Property and equipment, net 6,247,161 5,225,111
---------------- ----------------
Other assets:
Goodwill 239,685 245,829
Other 855,545 961,484
---------------- ----------------
Total other assets 1,095,230 1,207,313
---------------- ----------------
Total assets $8,944,084 $8,082,014
================ ================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
1
<PAGE>
GRILL CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
September 28, December 29,
1997 1996
----------------- ----------------
<S> <C> <C>
Current liabilities:
Bank line of credit $400,000
Accounts payable 981,321 $1,143,484
Accrued expenses 864,494 1,283,805
Current portion of long term debt 422,146 421,317
----------------- ----------------
Total current liabilities 2,667,961 2,848,606
Long-term debt, net of current 767,476 1,030,927
----------------- ----------------
Total liabilities 3,435,437 3,879,533
----------------- ----------------
Stockholders' equity:
Series A, Convertible Preferred Stock, $.001 par value, authorized
1,000,000 shares; shares issued and outstanding: 0 in 1997, 700
in 1996 1
Series B, Convertible Preferred Stock, $.001 par value, authorized
1,000,000 shares; shares issued and outstanding: 32 in 1997, 65
in 1996. 1 1
Series I, Convertible Preferred Stock,$.001 par value, authorized
1,000,000 shares, shares issued and outstanding: 1000 shares in
1997, 0 in 1996 1
Series II, Convertible Preferred Stock, $.001 par value, authorized
1,000,000 shares, shares issued and outstanding: 500 shares in
1997, 0 in 1996 1
Common stock, $.00001 par value: 30,000,000 shares authorized,
shares issued and outstanding: 15,672,481 in 1997 and
13,799,230 in 1996 157 138
Additional paid-in capital 11,010,801 9,552,458
Accumulated deficit (5,502,314) (5,350,117)
----------------- ----------------
Stockholders' equity 5,508,647 4,202,481
----------------- ----------------
Total liabilities and stockholders' equity $8,944,084 $8,082,014
================ ===============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
2
<PAGE>
GRILL CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------------------------- --------------------------------------
September 28, September 29, September 28, September 29,
1997 1996 1997 1996
---------------- ----------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Sales $7,066,991 $5,542,120 $21,514,492 $16,479,505
Cost of sales 1,949,128 1,583,740 5,892,371 4,476,052
---------------- ----------------- ----------------- ----------------
Gross Profit 5,117,863 3,958,380 15,622,121 12,003,453
---------------- ----------------- ----------------- ----------------
Costs and expenses:
Restaurant operating expenses 4,412,527 3,493,798 13,289,238 10,260,698
General and administrative 543,904 423,443 1,607,024 1,334,594
Depreciation and amortization 220,378 181,547 645,038 559,534
Amortization of preopening expenses 90,400 -- 226,000 --
---------------- ----------------- ----------------- ----------------
Total operating expenses 5,267,209 4,098,788 15,767,300 12,154,826
---------------- ----------------- ----------------- ----------------
Loss from operations (149,346) (140,408) (145,179) (151,373)
Non-recurring acquisition costs (230,671) (230,671)
Non-recurring credit 93,000
Interest expense, net (22,070) (2,205) (95,684) (72,663)
---------------- ----------------- ----------------- ----------------
Loss before taxes on income (171,416) (373,284) (147,863) (454,707)
Provision for taxes on income -- -- 800 800
---------------- ----------------- ----------------- ----------------
Net loss ($171,416) ($373,284) ($148,663) ($455,507)
---------------- ================= ----------------- ================
Preferred stock:
Dividends accrued (12,639) (13,056)
Accounting deemed dividends (42,133) (168,522)
---------------- -----------------
(54,772) (181,578)
---------------- -----------------
Net loss applicable to common stock ($226,188) ($330,241)
================ =================
Net income (loss) per share
Net income (loss) ($0.01) ($0.01)
---------------- -----------------
Preferred Stock
Dividends ($0.00) (0)
Accounting deemed dividends ($0.00) ($0.01)
---------------- -----------------
($0.00) ($0.02)
---------------- -----------------
Net loss applicable to common stocks ($0.01) ($0.03) ($0.02) ($0.03)
================ ================= ================= ================
Average weighted shares outstanding 15,672,481 13,900,190 14,901,494 13,517,499
================ ================= ================= ================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
GRILL CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
---------------------------------------
September 28, September 29,
1997 1996
----------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($148,663) ($455,507)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 871,038 559,534
Changes in operating assets and liabilities
Inventories (12,331) (32,823)
Prepaid expenses (8,868) (59,573)
Other assets 22,332 (11,128)
Accounts payable (162,163) (117,321)
Accrued liabilities (419,169) (54,013)
----------------- ----------------
Net cash provided by operating activities 142,176 170,831
----------------- ----------------
Cash flows from investing activities;
Additions to furniture, equipment and improvements (1,667,088) (1,169,649)
Net cash acquired through purchase of business -- 337,153
----------------- ----------------
Net cash (used in) investing activities (1,667,088) (832,496)
----------------- ----------------
Cash flows from financing activities:
Proceeds from issue of Common and Preferred Stock 1,456,630 1,455,000
Proceeds from line of credit 400,000
Payments on long-term debt (262,622) (226,337)
----------------- ----------------
Net cash provided by financing activities 1,594,008 1,228,663
----------------- ----------------
Net increase (decrease) in cash and cash equivalents (69,096) 225,336
Cash and cash equivalents, beginning of period 372,317 631,116
----------------- ----------------
Cash and cash equivalents, end of period $303,221 $856,452
================= ================
*Net cash acquired through purchase of business
Working capital, other than cash 22,778
Furniture, equipment and improvements (321,880)
Excess of cost over net assets acquired (157,969)
Other assets (55,776)
Fair value of stock exchanged 850,000
----------------
Net cash acquired $337,153
================
Supplemental cash flow information: Cash paid during the period for:
Interest $80,265 $122,294
Income taxes $2,650 $2,650
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
GRILL CONCEPTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. INTERIM FINANCIAL PRESENTATION
The interim consolidated financial statements are prepared pursuant to the
requirements for reporting on Form 10-QSB. These financial statements have
not been audited by independent accountants. The December 29, 1996 balance
sheet data was derived from audited financial statements but does not
include all disclosures required by generally accepted accounting
principles. The interim financial statements and notes thereto should be
read in conjunction with the financial statements and notes included in the
Company's Form 10-KSB dated December 29, 1996. In the opinion of
management, these interim financial statements reflect all adjustments of a
normal recurring nature necessary for a fair statement of the results for
the interim periods presented. The current period results of operations are
not necessarily indicative of results which ultimately will be reported for
the full year ending December 28, 1997.
2. BUSINESS AND ORGANIZATION
In April of 1996, the Company acquired 100% of the common stock of EMNDEE,
Inc. ("EMNDEE") and The Grill on the Alley, Inc. ("Grill, Inc."). EMNDEE
and Grill, Inc. own, collectively, 100% of The Grill Limited Partnership, a
California limited partnership which owns and operates The Grill on the
Alley (the "Grill"), an upscale Beverly Hills restaurant which opened in
1984 and served as the model for the Company's Daily Grill restaurants. As
a result of the foregoing, these interim statements include the accounts of
the Grill during 1997. As acquisition of the Grill occurred April 1,1996,
the accounts of the Grill are reflected in the financial statements, from
that date.
The unaudited proforma financial information set forth below is presented
as if the acquisition of the Grill had been consummated as of December 31,
1995. The proforma financial information is not necessarily indicative of
what actual results of operations of the Company would have been if the
acquisitions were consummated as of December 31, 1995, nor does it purport
to represent the results of operations for future periods.
1997 1996
---- ----
Sales $21,514,492 $17,334,800
Net loss ($148,863) ($399,215)
3. STOCKHOLDERS' EQUITY
During the quarter ended June 29, 1997, the remaining 610 shares of Series
A Convertible Preferred Stock were converted, resulting in the issuance of
an aggregate of 702,080 shares of common stock at an average price of $0.87
per share. Additionally, during the quarter, 33 shares of Series B
Convertible Preferred Stock were converted resulting in the issuance of an
aggregate of 388,067 shares of common stock at an average price of $0.85
per share. There were no additional conversions of Preferred Stock in the
third quarter of 1997.
On June 24, 1997, the Company completed a private placement of 200,000
shares of common stock, 1,000 shares of Series I Convertible Preferred
Stock, 500 shares of Series II Convertible Preferred Stock, 750,000 five
year $2.00 Warrants and 750,000 five year $3.00 Warrants. The aggregate
sales price of those securities was $1,500,000.
The Series I Convertible Preferred Stock is convertible into common stock
at $1.25 per share.
5
<PAGE>
The Series II Convertible Preferred Stock is convertible into common stock
commencing one year from the date of issuance at the greater of (i) $1.00
per share, or (ii) 75 % of the average closing price of the Company's
common stock for the five trading days immediately prior to the date of
conversion; provided, however, that the conversion price shall in no event
exceed $2.50 per share. The Series II Convertible Preferred Stock is
entitled to receive an annual dividend equal to $100 per share payable on
conversion or redemption in cash or, at the Company's option, in common
stock at the then applicable conversion price. The Series II Convertible
Preferred Stock is subject to redemption, in whole or in part, at the
option of the Company on or after the second anniversary of issuance at
$1,000 per share.
The $2.00 Warrants are exercisable to purchase common stock at a price of
$2.00 per share commencing three years from the date of issuance and ending
five years from the date of issuance. The $2.00 Warrants are subject to
cancellation in the event the holders of Series I Preferred Stock, or
common stock issued upon conversion of such preferred stock, sell, assign
or transfer such preferred stock or underlying common stock, other than
transfers to permitted persons, within three years of the initial sale of
the warrants.
The $3.00 Warrants are exercisable to purchase common stock at a price of
$3.00 per share commencing three years from the date of issuance and ending
five years from the date of issuance. The $3.00 Warrants are subject to
cancellation in the event the holders of Series I Preferred Stock , or
common stock issued upon conversion of such preferred stock, sell, assign
or transfer such preferred stock or underlying common stock, other than
transfers to permitted persons, within three years of the initial sale of
the warrants.
4. BANK LINE OF CREDIT
During the quarter, the Company borrowed $400,000 of its available line of
credit.
5. DEEMED DIVIDEND
In accordance with the recent position of the Securities and Exchange
Commission regarding accounting for Preferred Stock which is convertible at
a discount from market price for common stock, the Company has reflected an
accounting "deemed dividend." This accounting deemed dividend, which
relates to the issuance of the Preferred Stock, is a non-cash,
non-recurring accounting entry for determining income (loss) applicable to
common stock and income (loss) per share.
6. IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued SFAS No.
128, "Earnings Per Share", which establishes standard for computing and
presenting earnings per share. SFAS No. 128 requires the replacement of
primary earnings per share with basic earnings per share. Basic earnings
per share excludes dilution, and is computed by dividing income available
to common stockholders by the weighted-average number of common shares
outstanding during the period. The Company will be required to adopt the
provisions of SFAS No. 128 for 1997. It is not expected that the adoption
of the SFAS No. 128 will have a material impact on earnings per share
results reported by the Company under the Company's current capital
structure.
Other recently issued standards of the FASB are not expected to affect the
Company as conditions to which those standards apply are absent.
6
<PAGE>
7. CLOSURE OF JOJO PLAYERS
During the quarter ended September 28, 1997, the Company executed a Mutual
Release and Lease Termination Agreement covering the property which
operated as JoJo Players, a sports themed restaurant previously closed by
the Company. The Company also assigned its interest in a liquor license for
such property.
As a result, the Company has no further liability under the lease and
suffered no current charges since the loss on this closure was previously
reserved.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following discussion and analysis should be read in conjunction with the
Company's financial statements and notes thereto included elsewhere in this Form
10-QSB. Except for the historical information contained herein, the discussion
in this Form 10-QSB contains certain forward looking statements that involve
risks and uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. The cautionary statements made in this Form 10-QSB
should be read as being applicable to all related forward statements wherever
they appear in this Form 10-QSB. The Company's actual results could differ
materially from those discussed here.
Material Changes in Results of Operations for the Nine Months Ended September
28, 1997 as Compared to the Nine Months Ended September 29, 1996.
The results of operations for the 39 week period ended September 28, 1997
include the operations of seven Daily Grill restaurants for the full nine months
plus the Washington D.C. Daily Grill for twenty-nine weeks; three Pizzeria Uno
units and The Grill restaurant. The first 3 quarters of 1996 include six Daily
Grill restaurants, three Pizzeria Uno stores and The Grill for twenty-six weeks.
The Company's revenues for the nine month period increased 30.6% to $21,514,000
from $16,480,000 for the same period in 1996. The increase of $5.0 million is
primarily a result of added sales by the inclusion of The Grill restaurant for
the full period this year, the addition of the Irvine, California, Daily Grill
opened in September, 1996 and sales from the Washington D.C. Daily Grill, opened
in March, 1997. Additionally, same store sales increased 3.1%.
While revenues increased by 30.6% in the 1997 nine month period when compared
with the similar period in 1996, cost of sales increased 31.6% and increased as
a percentage of sales from 27.2% to 27.4%. This increase in cost of sales as a
percentage of sales during the 1997 period is attributable principally to the
inclusion of The Grill which has historically experienced an approximate 31.0%
cost of sales as compared to approximately a 27.0 % cost of sales for Daily
Grill restaurants. This higher cost of sales at The Grill is offset by lower
labor costs.
As a result, gross profit increased 30.1% from $12,003,000 (72.8% of sales) in
1996 to $15,622,000 (72.6% of sales) in 1997.
Restaurant operating expenses increased to $13,289,000 (61.8% of sales) in 1997
from $10,261,000 (62.3% of sales) in 1996. The dollar increase in restaurant
operating expenses was attributable to the operation of the two new restaurants
during the 1997 period, plus the operation of The Grill for three full quarters
in 1997.
General and administrative expenses increased only 20.4% to represent 7.5% of
sales in the 1997 nine months while amounting to 8.1% of sales in the 1996
period. This percentage decrease occurred as a result of the added volume from
two additional Daily Grills and the addition of The Grill with out a
commensurate increase in corporate overhead.
7
<PAGE>
Depreciation and amortization expense increased by $311,000 during the 1997 nine
month period as a result of the opening of two new restaurants. Included in
amortization expense is $226,000 relating to the amortization of preopening
expenses for these two new Daily Grill restaurants. The Company had no
amortization of preopening expenses during the similar period in 1996.
The Company also reported a non-recurring credit of $93,000 during 1997 relating
to overaccruals of non-recurring acquisition costs reported in the third quarter
of 1996.
Material Changes in Financial Condition, Liquidity and Capital Resources.
At September 28, 1997 the Company had negative working capital of $1,066,000 and
a cash balance of $303,000 compared to negative working capital of $1,199,000
and a cash balance of $372,000 at December 29, 1996. The change in working
capital and cash was primarily attributable to the sale of the Preferred I and
II stocks in June, 1997 offset by funds expended on the Washington, D.C. Daily
Grill.
Historically, the Company has funded its day-to-day operations through its
operating cash flow, while funding growth through a combination of bank
borrowing, loans from stockholders/officers, the sale of Debentures, the sale of
Preferred Stock, the issuance of warrants, and loans and tenant allowances from
certain of its landlords. At September 28,1997, the Company had existing term
loan bank borrowing of $827,000 an SBA loan of $146,000, loans from
stockholders/officers of $84,000 and loans/advances from a landlord of $133,000.
In addition to the Washington, D.C. Daily Grill opened in March, 1997, the
Company presently anticipates opening one additional Daily Grill store in the
greater Washington, D.C. area and has signed an agreement to form an LLC for the
operation of a "The Grill" restaurant in San Jose, California. The Company will
contribute $200,000 toward the expected cost of this restaurant of approximately
$1,200,000. The Company anticipates opening four restaurants in 1998. The cost
of opening new Daily Grill restaurants is anticipated to be between $800,000 and
$1,400,000 per site depending upon the location and available tenant improvement
allowances.
On June 24, 1997, the Company completed a private placement of 200,000 shares of
common stock, 1,000 shares of Series I Convertible Preferred Stock, 500 shares
of Series II Convertible Preferred Stock, 750,000 five year $2.00 Warrants and
750,000 five year $3.00 Warrants. The aggregate sales price of those securities
was $1,500,000.
The Series I Convertible Preferred Stock is convertible into common stock at
$1.25 per share.
The Series II Convertible Preferred Stock is convertible into common stock
commencing one year from the date of issuance at the greater of (i) $1.00 per
share, or (ii) 75 % of the average closing price of the Company's common stock
for the five trading days immediately prior to the date of conversion; provided,
however, that the conversion price shall in no event exceed $2.50 per share. The
Series II Convertible Preferred Stock is entitled to receive an annual dividend
equal to $100 per share payable on conversion or redemption in cash or, at the
Company's option, in common stock at the then applicable conversion price. The
Series II Convertible Preferred Stock is subject to redemption, in whole or in
part, at the option of the Company on or after the second anniversary of
issuance at $1,000 per share.
The $2.00 Warrants are exercisable to purchase common stock at a price of $2.00
per share commencing three years from the date of issuance and ending five years
from the date of issuance. The $2.00 Warrants are subject to cancellation in the
event the holders of Series I Preferred Stock, or common stock issued upon
conversion of such preferred stock, sell, assign or transfer such preferred
stock or underlying common stock, other than transfers to permitted persons,
within three years of the initial sale of the warrants.
The $3.00 Warrants are exercisable to purchase common stock at a price of $3.00
per share commencing three years from the date of issuance and ending five years
from the date of issuance. The $3.00 Warrants are subject to cancellation in the
event the holders of Series I Preferred Stock , or common stock issued upon
conversion of such preferred stock, sell, assign or transfer such preferred
stock or underlying common stock, other than transfers to permitted persons,
within three years of the initial sale of the warrants.
8
<PAGE>
In accordance with the recent position of the Securities and Exchange Commission
regarding accounting for Preferred Stock which is convertible at a discount from
market price for common stock, the Company has reflected an accounting "deemed
dividend." This accounting deemed dividend, which relates to the issuance of the
Preferred Stock, is a non-cash, non-recurring accounting entry for determining
income (loss) applicable to common stock and income (loss) per share.
Other than the opening of new restaurants, management believes that the Company
has adequate resources on hand and through cash flow to sustain operations for
at least the following 12 months.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GRILL CONCEPTS, INC.
Dated: November 7, 1997 By: /s/ ROBERT SPIVAK
-----------------------------------
Robert Spivak, President and C.E.O
Dated: November 7, 1997 By: /s/ BEN SUMNER
-----------------------------------
Ben Sumner, Chief Financial Officer
and Accounting Officer
9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> DEC-28-1997
<PERIOD-START> DEC-30-1996
<PERIOD-END> SEP-28-1997
<CASH> 303,221
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 251,568
<CURRENT-ASSETS> 1,601,693
<PP&E> 10,256,685
<DEPRECIATION> 4,009,524
<TOTAL-ASSETS> 8,944,084
<CURRENT-LIABILITIES> 2,667,961
<BONDS> 767,476
0
3
<COMMON> 157
<OTHER-SE> 5,508,487
<TOTAL-LIABILITY-AND-EQUITY> 8,944,084
<SALES> 21,514,492
<TOTAL-REVENUES> 21,514,492
<CGS> 5,892,371
<TOTAL-COSTS> 5,892,371
<OTHER-EXPENSES> 15,767,300
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 95,684
<INCOME-PRETAX> (147,863)
<INCOME-TAX> 800
<INCOME-CONTINUING> (148,663)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (148,663)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
