UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended March 31, 1998
[ ] 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 - 27850
APPLEWOODS, INC.
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 13-3859709
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
274 Riverside Avenue
Westport, Connecticut
---------------------
(Address of principal executive offices)
06880
-----
(Zip Code)
----------
(203) 227 - 4912
----------------
(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 12 months and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X] No [ ]
Class Outstanding at May 13, 1998
- ----------------------- ---------------------------
Common Stock 8,472,000
<PAGE>
<TABLE>
<CAPTION>
APPLEWOODS, INC.
- -------------------------------------------------------------------------------------------------------------
INDEX
- -------------------------------------------------------------------------------------------------------------
PART 1: FINANCIAL INFORMATION Page:
<S> <C>
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet as of March 31, 1998 and June 30, 1997 2
Condensed Consolidated Statements of Operations for the three months and the nine
months ended March 31, 1998 and 1997 3
Condensed Consolidated Statement of changes in Stockholder's Equity for the nine months
ended March 31, 1998 4
Condensed Consolidated Statements of Cash Flows for the nine months ended
March 31, 1998 and 1997 5
Notes to Condensed Financial Statements 6 - 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8 - 10
PART II: OTHER INFORMATION:
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
Page 1
<PAGE>
<TABLE>
<CAPTION>
APPLEWOODS, INC.
- -----------------------------------------------------------------------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
- -----------------------------------------------------------------------------------------------------------
(Unaudited)
March June 30
--------------------------
1998 1997
---- ----
Assets: (Unaudited) *
<S> <C> <C>
Current Assets:
Cash $ 118,763 $ 787,367
Trade Accounts Receivable, net of allowance 1,726,769 1,101,706
for doubtful accounts of $ 220,066 and $39,519, respectively
Other Receivables 10,711 96,301
Inventory 2,684,317 2,721,295
Other Current Assets 1,262 56,110
---------- ----------
Total Current Assets 4,541,822 4,762,779
---------- ----------
---------- ----------
Property, Plant and Equipment -Net 554,723 671,865
---------- ----------
Other Assets:
Trademarks - Net 103,532 104,560
Other Asset due after one year 190,904 --
---------- ----------
Total Other Assets 294,436 104,560
---------- ----------
---------- ----------
Total Assets $5,390,981 $5,539,204
========== ==========
Liabilities and Stockholders' Equity:
Current Liabilities:
Accounts Payable $1,298,110 $ 941,747
Accrued Expenses 461,966 426,384
Accrued Taxes 102,003 62,911
Other Current Liabilities 52,457 24,928
Other Current Liabilities - Related Parties -- 40,214
---------- ----------
Total Current Liabilities 1,914,536 1,496,184
---------- ----------
Long-Term Liabilities
---------- ----------
Related Party Debt 190,904 --
---------- ----------
Stockholders' Equity:
Series A Preferred Stock - $.0001 Par Value,
500,000 Shares Authorized, 243,911and 249,911Shares Issued and
and Outstanding, respectively 24 25
Common Stock, $.0001 Par Value,
30,000,000 Shares Authorized, 8,472,000 Shares Issued and Outstanding 847 847
Additional Paid-In Capital 12,010,018 12,040,017
Accumulated Deficit (8,961,271) (8,232,366)
Cumulative Foreign Currency Translation Adjustment 235,923 234,497
---------- ----------
Total Stockholders' Equity 3,285,541 4,043,020
========== ==========
Total Liabilities and Stockholders' Equity $5,390,981 $5,539,204
========== ==========
* The Balance Sheet at June 30, 1997 is derived from the audited financial
statements at that date, but does not include all the information required by
generally accepted accounting principles for complete financial statements.
See accompanying notes to the condensed financial statements
</TABLE>
Page 2
<PAGE>
<TABLE>
<CAPTION>
APPLEWOODS, INC.
- -------------------------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
- -------------------------------------------------------------------------------------------------
(Unaudited)
Three Months Ended Nine Months Ended
March 31 March 31
------------------------- -------------------------
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Revenues:
Product Sales $1,160,570 $1,277,706 $5,657,320 $ 3,768,406
Storefitting and License Revenue 429,495 216,817 1,480,871 719,129
---------- ---------- ---------- -----------
Total Revenues 1,590,065 1,494,523 7,138,191 4,487,535
---------- ---------- ---------- -----------
Cost of Sales:
Product Sales 718,342 926,638 3,660,703 2,716,676
Storefitting and License Revenue 278,661 192,888 921,194 543,231
---------- ---------- ---------- -----------
Total Cost of Sales: 997,003 1,119,526 4,581,897 3,259,907
---------- ---------- ---------- -----------
Gross Profit 593,062 374,997 2,556,294 1,227,628
Selling, General and Admin. Expenses 900,904 976,182 3,301,888 2,558,428
Consultancy Fees -- 248,250 -- 744,750
---------- ---------- ---------- -----------
Loss from Operations: (307,842) (849,435) (745,594) (2,075,550)
---------- ---------- ---------- -----------
Other Income (Expense):
Foreign Exchange Gain (Loss) 44,272 (93,172) 24,772 55,722
Interest Income -- 10,523 4,896 69,504
Interest Expense (12,979) -- (12,979) --
---------- ---------- ---------- -----------
Total Other Income (Expense) 31,293 (82,649) 16,689 125,226
---------- ---------- ---------- -----------
Loss before Income Taxes (276,549) (932,084) (728,905) (1,950,324)
Provision for Income Taxes -- -- -- --
---------- ---------- ---------- -----------
Net Loss $ (276,549) $ (932,084) $ (728,905) $(1,950,324)
========== ========== ========== ===========
Net Loss per share, basic and diluted $ (0.03) (0.11) (0.09) (0.23)
========== ========== ========== ===========
Weighted average number of shares 8,472,000 8,524,364 8,472,000 8,524,364
========== ========== ========== ===========
</TABLE>
See accompanying notes to the condensed financial statements
Page 3
<PAGE>
<TABLE>
<CAPTION>
APPLEWOODS, INC.
- ------------------------------------------------
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
- -------------------------------------------------------------------
(Unaudited)
Common Stock Series A Preferred
------------ ------------------
Shares Amount Shares Amount
------ ------ ------ ------
<S> <C> <C> <C> <C>
Balance - June 30, 1997 8,472,000 $847 249,911 $25
Foreign Currency Translation Adjustment -- -- -- --
Repurchase of stock -- -- (6,000) (1)
Net Loss -- -- -- --
--------------------------------------------------
Balance - March 31, 1998* 8,472,000 $847 243,911 $24
==================================================
</TABLE>
<TABLE>
<CAPTION>
Foreign
Additional Currency Total
Paid-In Accumulated Translation Stockholders'
Capital Deficit Adjustments Equity
------- ------- ----------- ------
<S> <C> <C> <C> <C>
Balance - June 30, 1997 $12,040,017 $(8,232,366) $234,497 $4,043,020
Foreign Currency Translation Adjustment -- -- 1,426 1,426
Repurchase of stock (29,999) -- -- (30,000)
Net Loss -- (728,905) -- (728,905)
-----------------------------------------------------------
Balance - March 31, 1998* $12,010,018 $(8,961,271) $235,923 $3,285,541
===========================================================
See accompanying notes to the condensed financial statements
</TABLE>
Page 4
<PAGE>
<TABLE>
<CAPTION>
APPLEWOODS, INC.
- ---------------------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
- ---------------------------------------------------------------------------------
(Unaudited) Nine Months Ended
March 31
-------------------------
1998 1997
Cash Flows from Operating Activities: ---- ----
<S> <C> <C>
Net Loss $(728,905) $(1,950,324)
Adjustment to Reconcile Net Loss to Net
Cash Used for Operating Activities
Depreciation 227,281 219,088
Amortization of Trademarks 33,883 25,062
Non-Cash Consulting Fees -- 720,000
Changes in Assets and Liabilities
Trade Accounts Receivable (625,063) (319,573)
Other Receivables 85,590 22,980
Inventory 36,978 (1,074,430)
Other Current Assets 54,848 (62,996)
Other Assets -- 24,750
Accounts Payable 356,363 77,290
Accrued Expenses 35,583 262,504
Accrued Taxes 39,092 8,384
Other Current Liabilities 27,529 82,738
Other Current Liabilities - Related Parties (40,214) (10,294)
--------- -----------
Net Cash - Operating Activities (497,035) (1,974,821)
--------- -----------
Investing Activities
Purchase of Property and Equipment (107,307) (494,902)
Investment in Trademarks (31,986) (39,298)
Other Asset due after one year (190,904) --
--------- -----------
Net Cash - Investing Activities (330,197) (534,200)
--------- -----------
Financing Activities
Preferred Stock Repurchase (30,000) --
Loan from Related Party 190,904 --
--------- -----------
Net Cash - Financing Activities 160,904 --
--------- -----------
--------- -----------
Effect of Exchange Rate Changes On Cash (2,276) 91,995
--------- -----------
Net Decrease In Cash (668,604) (2,417,026)
Cash - Beginning of Period 787,367 3,958,168
--------- -----------
Cash - End of Period $ 118,763 $ 1,541,142
========= ===========
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest $ 4,698 $ --
Income Taxes $ -- $ --
</TABLE>
See accompanying notes to the condensed financial statements
Page 5
<PAGE>
APPLEWOODS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Policies of Applewoods, Inc., (the "Company")
are set forth in the Company's Annual Report on Form 10-KSB for the year ended
June 30, 1997 ( the "Company's Form 10-KSB") as filed with the Securities and
Exchange Commission on October 14, 1997.
(2) BASIS OF PREPARING UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company incurred net losses of $3,312,576 and $2,315,074 and net
cash outflows from operations of $2,718,693 and $1,888,676 in the years ended
June 30, 1997 and 1996, respectively. For the nine months ended March 31, 1998
and 1997, the Company incurred net losses of $728,905 and $1,950,324 and net
cash outflows of $497,035 and $1,974,821, respectively. Management has prepared
projected cash flow information for the period ending March 31, 1999. On the
basis of these projections, management considers that the Company may be able to
continue to operate through that date with credit facilities which are currently
being renegotiated. However, these projections are estimates of future
performance over which the Company can give no assurances. Accordingly, the
financial statements have been prepared on a going concern basis and do not
include any adjustments that might result from the outcome of this uncertainty.
(3) BASIS OF REPORTING
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Regulation
S-B. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of the management, all adjustments (consisting only
of normal recurring items) which are considered necessary for a fair
presentation have been included. These financial statements must be read in
conjunction with the Company's Form 10-KSB. The operating results for the nine
months ended March 31, 1998 are not necessarily indicative of the results that
may be expected for the year ending June 30, 1998.
(4) PROPERTY, PLANT & EQUIPMENT
Property, Plant & Equipment is comprised of the following:
March 31, June 30,
1998 1997
---- ----
Plant & Machinery 728,516 $ 695,058
Office Equipment & Fittings 539,955 457,786
Motor Vehicles 39,768 39,524
---------- ----------
1,308,239 1,192,368
Less: Accumulated depreciation 753,516 520,503
---------- ----------
$ 554,723 $ 671,865
========== ==========
Page 6
<PAGE>
APPLEWOODS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
(5) TRADEMARKS
Trademarks is comprised of the following:
March 31, June 30,
1998 1997
--------- --------
Cost $248,254 $214,587
Less: Accumulated amortization 144,722 110,027
-------- --------
$103,532 $104,560
======== ========
(6) INVENTORY
Inventory is comprised of the following:
March 31, June 30,
1998 1997
--------- --------
Raw Materials $1,012,239 $1,046,084
Work in Progress 127,800 134,878
Finished Goods 1,544,278 1,540,333
---------- ----------
$2,684,317 $2,721,295
========== ==========
(7) EARNINGS PER SHARE
Earnings per share for the three and nine month periods ended
March 31, 1998 have been computed in accordance with the provisions of
Statement of Financial Accounting Standards 128, Earnings per Share.
Basic and diluted earnings per share are the same because, as the
Company has incurred net losses in both periods, the incremental shares
from the assumed exercise of outstanding stock options are not included
in computing the diluted per share amounts. The application of the
provisions of Statement 128 to the computations of earnings per share
for the three and nine month periods ended March 31, 1997 have no
impact on the amounts previously reported.
Page 7
<PAGE>
APPLEWOODS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Applewoods, Inc., a Delaware corporation, ("AI"), was formed in
September 1995 to acquire all of the outstanding stock of Applewoods
International Limited ("AIL"), a company registered in Great Britain. The
acquisition was recorded as a recapitalization of AIL, with AI as the acquirer.
AI and AIL are collectively referred to as the "Company ".
The business of the Company is the establishment of licensed retail
stores to sell "natural" soaps, toiletries and related gift products. The
Company manufactures both the products and the associated storefittings at its
premises in Devon, England. During the past three years, the Company has pursued
an active policy of developing original product lines in-house and sourcing
accessory products from around the world. This is essential to provide a
sufficient range and variety of products to make the stores successful. It is
anticipated that this range development will continue for the foreseeable
future.
This Form 10-QSB contains forward looking information that is subject
to certain risks, trends and uncertainties that could cause actual results to
differ materially from those projected.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997
The Company's revenues are generated from the sale of products to
licensees and distributors, and an initial license fee charged for all necessary
construction items and services that include the design and fixturing of the
retail space. Total revenues for the three months increased by 6% over the
previous year. Within this, product sales decreased by 9% over the previous year
as product sales in 1997 benefited from significant exceptional distribution
sales of product outside the licensed store network. At March 31, 1998, the
Company had 85 licensed stores operating compared with 58 at March 31, 1997.
Storefitting and license revenue increased by 98%.
The gross profit percentage for the three months to March 31, 1998
increased from 25% to 37%. Product margin increased from 27% to 38%, because, in
1997, high provisions made against inventory obsolescence reduced product
margin. The margin generated by storefitting and license revenue increased from
11% to 35%, reflecting the higher activity in storefitting in 1998, compared to
1997.
Selling, general and administrative expenses decreased by 8% to
approximately $901,000 this year from approximately $976,000 in the previous
year, as a result of lower product development costs.
The Company benefited from a foreign exchange gain of $44,272 compared
with a loss in 1997 of $93,172. Interest expense of $12,979 has replaced
interest income in 1997 of $10,523, because the Company used its credit
facilities during the quarter to March 31, 1998.
NINE MONTHS ENDED MARCH 31, 1998 COMPARED TO NINE MONTHS ENDED MARCH 31, 1997
The Company's revenues are generated from the sale of products to
licensees and distributors, and an initial license fee charged for all necessary
construction items and services that include the design and fixturing of the
retail space. Total revenues for the nine months increased by 59% over the
previous year. Within this, product sales increased by 50% over the previous
year, essentially due to the increased number and quality of retail stores. At
March 31, 1998, the Company had 85 licensed stores operating compared with 58 at
March 31, 1997. Storefitting and license revenue increased by 106%.
Page 8
<PAGE>
APPLEWOODS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NINE MONTHS ENDED MARCH 31, 1998 COMPARED TO NINE MONTHS ENDED MARCH 31, 1997
(CONTINUED)
The gross profit percentage for the nine months to March 31, 1998
increased from 27% to 36%. Product margin increased from 28% to 35%, because, in
1997, high provisions made against inventory obsolescence reduced product
margin. The margin generated by storefitting and license revenue increased from
24% to 38%, reflecting the higher level of activity in 1998, compared to 1997.
Selling, general and administrative expenses increased by 29% to
approximately $3,302,000 this year from approximately $2,558,000 in the previous
year. Approximately 9% of the increase relates to provision made against Trade
Accounts Receivable from Southeast Asia, as a result of the decline of economic
conditions in such regions. The remaining increase is from sales promotion,
travel and product development, which all relates to the efforts by the Company
to develop the worldwide market for its products.
The Company benefited from a foreign exchange gain of $24,772 compared
with a gain in 1997 of $55,722. Net interest expense of $8,083 has replaced
interest income in 1997 of $69,504, because the Company has used its credit
facilities in the current period; in the nine months to March 31, 1997 the
Company held cash funds.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1998, the Company had working capital of approximately
$2,627,000, including cash of approximately $119,000.
During the nine months to March 31, 1998, the Company used cash of
approximately $497,000 to fund operations. Contributing to this use of cash was
a loss from operations of approximately $729,000, and an increase in the
Company's accounts receivable of approximately $625,000. Accounts payable
increased by approximately $356,000. Net cash used in investing activities
increased to $330,000 mainly due to the establishment of a Company factory
outlet store, and the payment of a rent deposit.
The Company has capital commitments at March 31, 1998 arising from the
relocation of its headquarters facility in England, planned for the quarter
ending June 30, 1998. During March 1998, the Company signed a lease and rent
deposit for a plant and offices sited in England; the rent deposit required
payment in March of a deposit classified as an other asset due after one year at
March 31, 1998. The payment of the deposit was financed by a loan secured by a
debenture, the written terms of which are being finalized, on the assets of the
Company for an equivalent amount from Mr. Roger M. Buoy, the Chairman of the
Board and Chief Executive Officer of the Company. This loan is to be repayable
on demand, although the written agreement has yet to be executed. Interest
received by the Company on the deposit is to be paid to Mr. Roger M. Buoy under
the proposed terms of the loan. The Company has also entered an agreement with a
specialist outsourcing Company to warehouse and distribute its finished
products; these combined changes offer the Company improved production,
warehousing and distribution capability, in a more favorable location, at a
reduced cost base.
The Company's financial statements have been prepared on a going
concern basis because management believes, based on cash flow projections
through March 31, 1999, that the Company may be able to continue through that
date using credit facilities which will be renegotiable during that period. The
Company has negotiated credit facilities to finance the business through May,
and it was agreed as part of these negotiations that Mr. Roger M. Buoy be
required to give a personal guarantee to the Company's bankers. This obligation
to provide such guarantee will be included within the Debenture referred to
above. In recognition of the cash restraints on the Company, Mr. Roger M. Buoy,
Chief Executive Officer, has agreed to defer his salary commencing March, 1998.
Mr. Tony E. Swash, Chief Operating Officer, has also deferred part of his salary
commencing March, 1998.
Page 9
<PAGE>
APPLEWOODS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
The Internal Revenue Service of the Department of the Treasury are
undertaking an examination of the Form 1120 U.S. Corporation Income Tax Return
for the year ending June 30, 1996. The Company does not believe that any
significant liability will be incurred as a result of this examination and
therefore no liability has been accrued in the financial statements at March 31,
1998.
IMPACT OF INFLATION
Inflation has not been a major factor in the Company's business since
inception. There can be no assurances that this will continue.
SEASONALITY
The Company experiences considerable seasonal fluctuation in its
quarterly results due to the pre-Christmas retail sales period. In the last two
years, an average of 34% of annual product sales were generated in the October
to December quarter. Quarterly results should therefore be viewed in this
context.
Page 10
<PAGE>
PART II - OTHER INFORMATION
- --------------------------------------------------------------------------------
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the disclosure for this item in the Company's Form 10-QSB
for the quarter ended December 31, 1997.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits as required by Item 601 of Regulation S-K:
None Required.
(B) Reports on Form 8-K
None.
Page 11
<PAGE>
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.
APPLEWOODS, INC.
Date: May 13, 1998
By: /s/ ROGER M. BUOY
----------------------------------------
Roger M. Buoy,
Chairman and Chief Executive Officer
Page 12
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL QUARTER TO MARCH 31,
1998 AS PRESENTED IN THE COMPANY'S FORM 10-QSB FOR SUCH PERIOD AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001002522
<NAME> APPLEWOODS, INC.
<MULTIPLIER> 1
<CURRENCY> USD
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 118,763
<SECURITIES> 0
<RECEIVABLES> 1,946,835
<ALLOWANCES> 220,066
<INVENTORY> 2,684,317
<CURRENT-ASSETS> 4,541,822
<PP&E> 1,308,239
<DEPRECIATION> 753,516
<TOTAL-ASSETS> 5,390,981
<CURRENT-LIABILITIES> 1,914,536
<BONDS> 0
0
24
<COMMON> 847
<OTHER-SE> 3,284,670
<TOTAL-LIABILITY-AND-EQUITY> 5,390,981
<SALES> 7,138,191
<TOTAL-REVENUES> 7,138,191
<CGS> 4,581,897
<TOTAL-COSTS> 7,883,785
<OTHER-EXPENSES> (16,689)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (728,905)
<INCOME-TAX> 0
<INCOME-CONTINUING> (728,905)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (728,905)
<EPS-PRIMARY> (0.09)
<EPS-DILUTED> 0
</TABLE>
