<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 10-Q
(Mark One)
/ X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
ACT OF 1934
For quarter period ended December 31, 1996,
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 0-25886
GARDEN FRESH RESTAURANT CORP.
(Exact name of registrant as specified in its charter)
Delaware 33-0028786
(State or other jurisdiction of incorporation (I.R.S. Employee
or organization) Identification No.)
17180 Bernardo Center Drive, San Diego, CA 92128
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (619) 675-1600
Former name, former address and former fiscal year.
If changed since last report.
Indicate by a 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares of Common Stock, $.01 par value, outstanding as of January
30, 1997 was 4,155,103. There are no other classes of common stock.
<PAGE>
GARDEN FRESH RESTAURANT CORP.
FORM 10-Q
INDEX
Page
PART I: FINANCIAL INFORMATION
Item 1: Financial Statements
Condensed Balance Sheet at December 31, 1996 and
September 30, 1996 3
Condensed Statement of Income for the three months
ended December 31, 1996 and December 31, 1995 4
Condensed Statement of Cash Flows for the three months
ended December 31, 1996 and December 31, 1995 5
Notes to Unaudited Condensed Financial Statements 6
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II: OTHER INFORMATION
Item 1: Legal Proceedings 11
Item 2: Changes in Securities 11
Item 3: Defaults Upon Senior Securities 11
Item 4: Submission of Matters to a Vote of Security Holders 11
Item 5: Other Information 11
Item 6: Exhibits and Reports on Form 8-K 11
<PAGE>
GARDEN FRESH RESTAURANT CORP.
CONDENSED BALANCE SHEET
(Dollars in thousands)
<TABLE>
ITEM 1: FINANCIAL STATEMENT
PART I - FINANCIAL INFORMATION
<CAPTION>
September 30, 1996 December 31, 1996
(Unaudited)
<S> <C> <C>
ASSETS
Cash $ 615 $ 1,503
Inventories 2,297 2,412
Other current assets 530 1,309
Deferred income taxes 734 453
---------- ----------
Total current assets 4,176 5,677
Property and equipment, net 41,552 45,152
Intangible and other assets 1,572 1,637
Deferred income taxes 762 974
---------- -----------
Total assets $ 48,062 $ 53,440
---------- -----------
---------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 3,028 $ 3,120
Current portion of long-term debt 3,490 4,084
Accrued liabilities 4,335 3,959
---------- -----------
Total current liabilities 10,853 11,163
Accrued rent 1,508 1,487
Long term debt, net of current portion 6,444 10,942
Shareholders' equity:
Common stock, $.01 par value; 12,000,000
shares authorized at September 30, 1996 and
December 31, 1996 respectively; 4,117,227 and
4,155,103 issued and outstanding at September
30, 1996 and December 31, 1996, respectively. 41 41
Paid in capital 37,772 37,988
Accumulated deficit (8,556) (8,181)
---------- -----------
Total shareholders' equity 29,257 29,848
---------- -----------
Total liabilities and shareholders' equity $ 48,062 $ 53,440
---------- -----------
---------- -----------
<FN>
See notes to unaudited condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
GARDEN FRESH RESTAURANT CORP.
CONDENSED STATEMENT OF INCOME
(In thousands, except per share amounts)
(Unaudited)
<CAPTION>
Three Months Ended
--------------------
Dec 31, Dec 31,
1995 1996
-------- --------
<S> <C> <C>
NET SALES $ 14,935 $ 19,277
COST AND EXPENSES:
Cost of sales 4,101 5,121
Restaurant operating expenses:
Labor 4,259 5,736
Occupancy and other 3,853 4,712
General and administrative expenses 1,189 1,314
Depreciation and amortization 1,018 1,444
-------- --------
Total costs and expenses 14,420 18,327
-------- --------
OPERATING INCOME 515 950
Interest income (expense) (98) (304)
Other income (expense) (12) (16)
-------- --------
INCOME BEFORE INCOME
TAXES 405 630
Provision for income taxes 160 255
-------- --------
NET INCOME $ 245 $ 375
-------- --------
-------- --------
Net income per share $ .06 $ .09
-------- --------
-------- --------
Shares used in computing
net income per share 4,116 4,288
-------- --------
-------- --------
<FN>
See notes to unaudited condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
GARDEN FRESH RESTAURANT CORP.
CONDENSED STATEMENT OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<CAPTION>
Three Months Ended
-------------------------------------------
Dec 31, 1995 Dec 31, 1996
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 245 $ 375
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 1,018 1,444
Loss on disposal of property 12 16
Deferred income taxes (51) 69
Changes in operating assets and liabilities
Inventories 47 (115)
Prepaid expenses and other current assets (816) (779)
Accounts payable (1,214) 92
Accrued liabilities 816 (376)
Accrued rent 5 (21)
------------- -------------
Net cash provided by operating activities 62 705
------------- -------------
INVESTING ACTIVITIES:
Acquisition of property and equipment
New restaurants (1,077) (4,453)
Existing restaurant additions (290) (296)
Increase in intangible and other assets (131) (376)
------------- -------------
Net cash used in investing activities (1,498) (5,125)
------------- -------------
------------- -------------
FINANCING ACTIVITIES:
Proceeds from long term debt and warrants 6,308
Change in certificates of deposit
restricted to secure debt 62
Repayment of long term debt (431) (1,216)
Net proceeds from issuance of common stock 216
------------- -------------
Net cash provided by financing activities (369) 5,308
------------- -------------
Net (decrease) increase in cash (1,805) 888
Unrestricted cash at beginning of period 3,762 615
------------- -------------
Unrestricted cash at end of period $ 1,957 $ 1,503
------------- -------------
------------- -------------
<FN>
See notes to unaudited condensed financial statements.
</TABLE>
<PAGE>
GARDEN FRESH RESTAURANT CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. CONDENSED FINANCIAL STATEMENTS
The accompanying condensed financial statements have been prepared by the
Company without audit and reflect all adjustments which are, in the opinion of
management, necessary for a fair statement of financial position and the
results of operations for the interim periods. The statements have been
prepared in accordance with the regulations of the Securities and Exchange
Commission and do not necessarily include certain information and footnote
disclosures necessary to present the statements in accordance with generally
accepted accounting principles. For further information, refer to the
financial statements and notes thereto for the fiscal year ended September 30,
1996 included in the Company's Form 10-K.
2. NET INCOME PER SHARE
Net income per share is computed based on the weighted average number of
common shares and common stock equivalents, using the treasury stock method,
outstanding during the period ended December 31, 1996.
3. PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
<PAGE>
GARDEN FRESH RESTAURANT CORP.
STATEMENT OF OPERATING DATA
<TABLE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
The following table sets forth the percentage of net sales of certain items
included in the Company's statement of operating data for the periods
indicated.
<CAPTION>
3 Months Ended
-------------------
Dec 31, Dec 31,
1995 1996
<S> <C> <C>
NET SALES 100.0% 100.0%
COST AND EXPENSES:
Cost of sales 27.5% 26.6%
Restaurant operating expenses:
Labor 28.5% 29.8%
Occupancy and other 25.8% 24.4%
General and administrative expenses 8.0% 6.8%
Depreciation and amortization 6.8% 7.5%
Total operating expenses 96.6% 95.1%
OPERATING INCOME 3.4% 4.9%
Interest expense (.6%) (1.6%)
Other income (expense) (.1%) (.1%)
INCOME BEFORE INCOME
TAXES 2.7% 3.2%
Provision for income taxes 1.1% 1.3%
NET INCOME 1.6% 1.9%
</TABLE>
<PAGE>
RESULTS OF OPERATIONS
Three Months Ended December 31, 1996 Compared to Three Months Ended December
31, 1995
Net Sales. Net sales for the three months ended December 31, 1996
increased 29.5% to $19.3 million from $14.9 million for the comparable 1995
period. This was due to the opening of nine full size restaurants since the
comparable 1995 period, and in part, by a 3.7% increase in comparable
restaurant sales.
Cost of Sales. Cost of sales for the three months ended December 31, 1996
as a percent of sales decreased .9% to 26.6% from the 27.5% since the 1995
period due to lower actual cost per guest and higher average meal price.
Labor Expense. Labor expense for the three months ended December 31, 1996
increased 32.6% to $5.7 million from $4.3 million for the comparable 1995
period. This increase was due to the new restaurants opened since the
comparable 1995 period. As a percentage of sales the labor expense for the
three months ended December 31, 1996 increased to 29.8% from 28.5% in the
comparable 1995 period. This was caused by the slow ramp down of crew labor in
new stores and the federal minimum wage which increased effective October 1,
1996.
Occupancy and Other Operating Costs. Occupancy and other operating costs
for the three months ended December 31, 1996 increased 20.5% to $4.7 million
from $3.9 million for the comparable 1995 period. This was due to the addition
of nine full size restaurants since the comparable 1995 period. As a percent
of net sales, occupancy and other operating costs for the three months ended
December 31, 1996 decreased to 24.4% from 25.8% in the comparable 1995 period.
This decrease was due to lower occupancy cost associated with more favorable
rents in newer stores and higher sales volume relative to the fixed occupancy
costs.
General and Administrative Expenses. General and administrative expenses
for the three months ended December 31, 1996 increased 8.3% to $1.3 million
from $1.2 million for the comparable 1995 period. As a percent of net sales,
general and administrative expenses for the three months ended December 31,
1996 decreased to 6.8% from 8.0% for the comparable 1995 period. This was due
primarily to a greater increase in sales relative to the increase in the
general and administrative expenses.
Depreciation and Amortization Expense. Depreciation and amortization
expenses for the three months ended December 31, 1996 increased 40.0% to $1.4
million from $1.0 million for the comparable 1995 period. This increase was
due to depreciation and amortization for the new restaurants opened since the
comparable 1995 period. Depreciation and amortization as a percent of net
sales was 7.5% versus 6.8% for the comparable 1995 period, due to amortization
associated with the start up costs of new restaurants opened since December
1995.
Interest Expense. Total interest expense for the three months ended
December 31, 1996 increased 210.2% to $304,000 from $98,000 for the comparable
1995 period. Interest expense was increased due to the additional debt
incurred for expansion.
LIQUIDITY AND CAPITAL RESOURCES
To date, the Company has financed its cash requirements principally from
operating activities, the private placement of preferred stock, external debt
and capital leases and a public stock offering. The Company does not have
significant receivables or inventory, and receives trade credit based upon
negotiated terms when purchasing food and supplies. For the three months ended
December 31, 1996 the Company generated $705,000 in cash flow from operating
activities. During this period the Company acquired property and equipment
totalling $4.7 million, borrowed $6.3 million, and paid down debt of $1.2
million, which resulted in a increase of $.9 million in cash.
<PAGE>
The Company's principal capital requirement has been for funding the
development of restaurants. Historically the Company has primarily leased the
land and buildings for its restaurant operations. The Company does purchase
land and/or buildings when favorable conditions are available. The Company
currently owns the land and buildings for eleven restaurants, including the
land for sites the Company expects to open in fiscal 1997 and 1998. During the
first three months of fiscal 1997, the Company opened two restaurants. Capital
expenditures totalled $4.7 million during the first three months of fiscal 1997
and $1.4 million for the comparable period in fiscal 1996. As of December 31,
1996 the Company operated 44 full sized restaurants and one small quick service
restaurant.
The cash investment to open the two restaurants as of December 31, 1996
was $3.5 million including land and buildings, and excluding pre-opening costs.
The pre-opening costs for the two restaurants opened in fiscal year 1997 were
$172,000. The Company has signed three leases, and closed two escrows for
sites expected to open in fiscal 1997. The Company has signed one lease and
opened three escrows for sites expected to open in fiscal 1998. The cash
investment to open a new restaurant typically includes the purchase or
installation of furniture, fixtures, equipment and leasehold improvements, and
in the case of an owned site, the purchase of land and a building. In addition
to budgeted capital expenditures for fiscal 1997 of $14.8 million for new
restaurant openings, the Company has budgeted $1.8 million in expenditures for
fiscal 1997 for capital improvements at existing sites.
The Company will need to rely on funds generated from operations to
finance a portion of the expansion currently planned for fiscal 1997, as well
as any expansion taking place after fiscal 1997. Should the Company's results
of operations or its rate of growth fail to be adequate to finance expansion or
should costs or capital expenditures rise, the Company may not have the ability
to open new restaurants at its desired pace or at all, and could be required to
seek additional financing in the future. There can be no assurance that the
Company will be able to raise such capital when needed on satisfactory terms or
at all.
IMPACT OF INFLATION
The primary inflationary factors affecting the Company's operations
include food and beverage and labor costs. The Company does not believe that
inflation has materially affected earnings during the past three years.
Substantial increases in costs and expenses, particularly food, supplies, labor
and operating expenses, could have a significant impact on the Company's
operating results to the extent that such increases cannot be passed along to
guests.
BUSINESS RISKS
The Company's business is subject to a number of risks. A comprehensive
summary of such risks can be found in the Company's Form 10K.
Certain Operating Results and Consideration
In fiscal 1995 and 1996, respectively, the Company experienced an increase
of 2.0% and an increase of 2.5% in comparable restaurant sales. In the first
three months of fiscal 1996 and 1997, respectively, the Company's comparable
restaurant sales decreased by approximately .2% and increased by 3.7%,
respectively. The Company's newer restaurants have not historically
experienced significant increases in guest volume following their initial
opening period. In addition, the Company does not believe it has significant
latitude to achieve comparable restaurant sales growth through price increases.
The Company believes that it may from time to time in the future experience
declines in comparable restaurant sales, and that any future increases in
comparable restaurant sales would be modest.
Expansion Risks: Future Restaurant Financing Capital Needs
The Company opened seven restaurants and one small, quick service
restaurant in fiscal 1996 and has opened three restaurants in fiscal 1997 and
currently intends to open five additional restaurants in fiscal 1997. The
Company's ability to achieve its expansion plans will depend on a variety of
factors, many of which may be beyond the Company's control, including the
Company's ability to locate suitable restaurant sites, negotiate acceptable
lease or purchase terms, obtain required governmental approvals and construct
new restaurants in a timely manner, attract, train and retain qualified and
<PAGE>
experienced personnel and management, operate its restaurants profitably and
obtain additional capital, as well as general economic conditions and the
degree of competition in the particular region of expansion. The Company has
experienced, and expects to continue to experience, delays in restaurant
openings from time to time. The Company incurs substantial costs in opening a
new restaurant and, in the Company's experience, new restaurants experience
fluctuating operational levels for some time after opening. There can be no
assurance that the Company will successfully expand or that the Company's
existing or new restaurants will be profitable. The Company has encountered
intense competition for restaurant sites, and in many cases has had difficulty
buying or leasing desirable sites on terms that are acceptable to the Company.
In many cases, the Company's competitors are willing and able to pay more than
the Company for sites. The Company expects these difficulties in obtaining
desirable sites to continue for the foreseeable future.
Cost Sensitivity
The Company's profitability is highly sensitive to increases in food,
labor and other operating costs. The Company's dependence on frequent
deliveries of fresh produce and groceries subjects it to the risk that
shortages or interruptions in supply caused by adverse weather or other
conditions could materially adversely affect the availability, quality and cost
of ingredients. In addition, unfavorable trends or developments concerning
factors such as inflation, food, labor and employee benefit costs, rent
increases resulting from the rent escalation provisions in the Company's
leases, and the availability of experienced management and hourly employees may
also adversely affect the Company. The Company believes recent relatively
favorable inflation rates and part-time labor supplies in its principal market
area have contributed to relatively stable food and labor costs in recent
years. However, there can be no assurance that these conditions will continue
or that the Company will have the ability to control costs in the future.
Minimum Wage
The Company has recently experienced an increase in the hourly wage rate
due to an increase in the federal minimum wage October 1, 1996. The Company
also expects to experience increases in the future due to increases in the
California minimum wage rate (March 1, 1997 and March 1, 1998) and the federal
minimum wage rate (October 1, 1997) over the next year and a half. While the
Company has managed to absorb the increase as of October 1, 1996 without
reduction in profitability there can be no assurance that the Company will be
able to do so in the future.
Importance of Key Employees
The Company is heavily dependent upon the services of its officers and key
management personnel involved in restaurant operations, purchasing, expansion
and administration. In particular, the Company is dependent upon the
management and leadership of its three executive officers, Michael P. Mack,
David W. Qualls and R. Gregory Keller. The loss of any of these three
individuals could have a material adverse effect on the Company's business and
its financial results of operations. The success of the Company and its
individual restaurants depends upon the Company's ability to attract and retain
highly motivated, well-qualified restaurant operations and other management
personnel. The Company faces significant competition in the recruitment of
qualified employees.
Seasonality and Quarterly Fluctuations
The Company's business experiences seasonal fluctuations, as a
disproportionate amount of the Company's net income is generally realized in
the second, third and fourth fiscal quarters due to higher average sales and
lower average costs. Quarterly results have been and are expected to continue
to fluctuate as a result of a number of factors, including the timing of new
restaurant openings. As a result of these factors, net sales and net income on
a quarterly basis may fluctuate and are not necessarily indicative of the
results that may be achieved for a full fiscal year.
Geographic Concentration in California: Restaurant Base
Twenty-nine of the Company's 46 existing restaurants are located in
California. Accordingly, the Company is susceptible to fluctuations in its
business caused by adverse economic or other conditions in this region,
including natural disasters or other acts of God. As a result of the Company's
continued concentration in California, adverse economic or other conditions in
California could have a material adverse effect on the Company's business. The
Company's significant investment in, and long-term commitment to, each of its
restaurant sites limits its ability to respond quickly or effectively to
changes in local competitive conditions or other changes that could affect the
Company's operations. In addition, the Company has a small number of
restaurants relative to some of its competitors. Consequently, a decline in
the profitability of an existing restaurant or the introduction of an
unsuccessful new restaurant could have a more significant effect on the
Company's result of operations than would be the case in a company with a
larger number of restaurants.
<PAGE>
Volatility of Stock Price
The market price of the Company's common stock has fluctuated since the
initial public offering of the common stock in May 1995. Quarterly operating
results of the Company and other restaurant companies, daily transactional
volume, changes in general conditions in the economy, the financial markets or
the restaurant industry, natural disasters or other developments affecting the
Company or its competitors could cause the market price of the common stock to
fluctuate substantially. In addition, in recent years the stock market has
experienced extreme price and volume fluctuations. This volatility has had a
significant effect on the market price of securities issued by many companies
for reasons unrelated to the operating performance of these companies.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings Not Applicable
Item 2. Changes in Securities Not Applicable
Item 3. Default upon Senior Securities Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders Not Applicable
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
The Exhibits required by Item 6(a) of this report
are listed in the Exhibit Index on page 13
herewith.
(b) Report on Form 8-K:
No reports on Form 8-K have been filed by the
Company during the fiscal quarter ended December
31, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GARDEN FRESH RESTAURANT CORP.
(Registrant)
/s/ Michael P. Mack
Michael P. Mack
Chief Executive Officer/President
(Principal Executive Officer)
/s/ David W. Qualls
David W. Qualls
Chief Financial Officer
(Principal Accounting and Financial Officer)
DATED: February 11, 1997
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3.1* Restated Certificate of Incorporation of Garden Fresh Restaurant Corp.
3.2** Bylaws of Garden Fresh Restaurant Corp., as amended.
10.1** Form of Indemnity Agreement for executive officers and directors.
10.2** The Company's Restaurant Management Stock Option Plan, as amended.
10.3** The Company's Key Employee Stock Option Plan, as amended.
10.4** The Company's 1995 Outside Director Stock Option Plan.
10.5** The Company's 1995 Key Employee Stock Option Plan, as amended.
* Incorporated by reference from Exhibit 4.1 filed with the Company's
Registration Statement on Form S-8 (No. 33-93568) filed June 16, 1995.
** Incorporated by reference from the Exhibits with corresponding numbers
filed with the Company's Registration Statement on Form S-1 (No.
33-90404), as amended by Amendment No. 1 to Form S-1 filed on April 19,
1995, Amendment No. 2 to Form S-1 filed May 8, 1995, Amendment No. 3 to
Form S-1 filed May 15, 1995, Exhibit 10.2 is incorporated by reference
from Exhibits 10.2 and 10.2A, Exhibit 10.3 is incorporated by reference
from Exhibits 10.3 and 10.3A and Exhibit 10.5 is incorporated by reference
from Exhibit 10.5 and 10.5A.
<PAGE>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONSOLIDATED
BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS PART OF THE
ANNUAL REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH ANNUAL REPORT ON FORM 10-Q
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,503
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 2,412
<CURRENT-ASSETS> 5,677
<PP&E> 66,650
<DEPRECIATION> 21,498
<TOTAL-ASSETS> 53,440
<CURRENT-LIABILITIES> 11,163
<BONDS> 0
0
0
<COMMON> 41
<OTHER-SE> 37,988
<TOTAL-LIABILITY-AND-EQUITY> 53,440
<SALES> 19,277
<TOTAL-REVENUES> 19,277
<CGS> 5,121
<TOTAL-COSTS> 18,327
<OTHER-EXPENSES> 16
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 304
<INCOME-PRETAX> 630
<INCOME-TAX> 255
<INCOME-CONTINUING> 375
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 375
<EPS-PRIMARY> 0.09
<EPS-DILUTED> 0.09
</TABLE>
