<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 1999
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: 0-27575
-----------------
NETRADIO CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1819471
- -------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
43 MAIN STREET, SE, SUITE 149,MINNEAPOLIS, MINNESOTA 55414
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(612) 378-2211
- -------------------------------------------------------------------------------
(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 (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
The number of shares outstanding of each of the registrant's classes of
capital stock, as of November 12, 1999 was: Common Stock, no par value,
10,003,900 shares.
<PAGE>
NETRADIO CORPORATION
INDEX
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets -
September 30, 1999 and December 31, 1998
Statements of Operations -
Three months and nine months ended September 30, 1999 and 1998
Statements of Cash Flows -
Nine months ended September 30, 1999 and 1998
Notes to Condensed Consolidated Financial Statements - September 30, 1999
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
</TABLE>
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<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
-3-
<PAGE>
NETRADIO CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
-------------- ------------
<S> <C> <C>
ASSETS (Unaudited)
Current assets:
Cash $ 87,359 $ 50,756
Trade accounts and notes receivable, less allowance for doubtful
accounts of $5,000 at September 30, 1999 and December 31, 1998 196,808 26,213
Prepaid advertising 802,793 952,793
Prepaid expenses 144,464 -
Other current assets 595,554 -
-------------- ------------
Total current assets 1,826,978 1,029,762
Property and equipment, net 1,958,080 881,478
Note receivable - officer 66,270 62,549
Deferred Offering Costs 904,202 239,643
Goodwill, net 211,000 526,250
-------------- ------------
$ 4,966,530 $ 2,739,682
-------------- ------------
-------------- ------------
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable $ 1,741,466 $ 1,022,639
Accrued expenses 1,587,792 86,649
Deferred advertising revenue 241,476 -
Current maturites of capital lease obligation 132,698 96,506
-------------- ------------
Total current liabilities 3,703,432 1,205,794
Advances from Navarre 13,258,626 5,234,840
Capital lease obligations, less current portion 104,349 128,564
Shareholders' equity (deficit):
Common stock, no par value;
Authorized shares - 20,000,000
Issued and outstanding shares - 5,927,900 at September 30, 1999 and
5,922,500 at December 31, 1998, respectively 3,288,975 2,134,150
Accumulated deficit (15,388,852) (5,963,666)
-------------- ------------
Total shareholders' equity (deficit) (12,099,877) (3,829,516)
-------------- ------------
Total liabilities and shareholders' equity (deficit) $ 4,966,530 $ 2,739,682
-------------- ------------
-------------- ------------
</TABLE>
See accompanying notes.
<PAGE>
NETRADIO CORPORATION
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ending Nine Months Ending
September 30, September 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net revenues
Product sales $ 172,220 $ 5,698 $ 430,827 $ 5,698
Internet advertising 201,854 44,929 348,913 157,725
----------- ----------- ----------- -----------
Total net revenues 374,074 50,627 779,740 163,423
Cost of revenues 158,232 13,937 400,648 23,995
----------- ----------- ----------- -----------
Gross profit 215,842 36,690 379,092 139,428
Operating expenses
Operations and technical support 2,071,721 352,202 4,067,238 957,940
Sales and marketing 1,166,045 88,670 1,951,483 246,343
General and administrative 906,874 362,726 3,183,351 958,217
----------- ----------- ----------- -----------
Total operating expenses 4,144,640 803,598 9,202,072 2,162,500
----------- ----------- ----------- -----------
Loss from operations (3,928,798) (766,908) (8,822,980) (2,023,072)
Other (income) expenses: interest 288,050 5,663 602,206 18,832
----------- ----------- ----------- -----------
Net loss before taxes (4,216,848) (772,571) (9,425,186) (2,041,904)
Income tax expense - - - -
----------- ----------- ----------- -----------
Net loss $(4,216,848) $ (772,571) $(9,425,186) $(2,041,904)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Loss per share-basic and dilluted: $ (0.71) $ (0.13) $ (1.59) $ (0.35)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Weighted average shares outstanding 5,925,249 5,889,022 5,925,249 5,884,698
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
See accompanying notes.
<PAGE>
NETRADIO CORPORATION
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------------------------
1999 1998
---------------- ----------------
(unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (9,425,186) $ (2,041,904)
Adjustment to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 773,290 482,653
Stock option compensation 1,138,625 -
Change in operating assets and liabilities: -
Accounts receivable (170,595) (31,352)
Prepaid expenses 5,536 (174,771)
Trade accounts payable 718,827 (124,848)
Accrued liabilities and other 1,501,143 16,897
Deferred revenue 241,476 -
Other assets (595,554) 28,902
---------------- ----------------
Net cash used in operating activities (5,812,438) (1,844,423)
INVESTING ACTIVITIES
Note receivable - officer (3,721) -
Purchase of property and equipment (1,452,467) (248,097)
---------------- ----------------
Net cash used in investing activities (1,456,188) (248,097)
FINANCING ACTIVITIES
Payments on notes payable - (57,855)
Payment on capital lease obligations (70,198) (74,711)
Deferred offering costs (664,559) -
Proceeds from stock issuances 16,200 -
Advances from Navarre 8,023,786 2,228,764
---------------- ----------------
Net cash provided by financing activities 7,305,229 2,096,198
---------------- ----------------
Net increase in cash and cash equivalents 36,603 3,678
Cash and cash equivalents at beginning of period 50,756 4,253
---------------- ----------------
Cash and cash equivalents at end of period $ 87,359 $ 7,931
---------------- ----------------
---------------- ----------------
Fixed assets aquired under capital lease $ 82,175 $ 0
</TABLE>
See accompanying notes.
<PAGE>
NETRADIO CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. They should be read in conjunction with the financial statements
for the year ended December 31, 1998 included in the Company's Prospectus dated
October 14, 1999. In the opinion of management, the interim condensed financial
statements include all adjustments (consisting of normal recurring accruals)
necessary for the fair presentation of the results for interim periods
presented. Operating results for the three and nine months ended September 30,
1999 are not necessarily indicative of the operating results for the year ending
December 31, 1999.
NOTE 2. STOCK OPTIONS AND GRANTS
In September 1999, NetRadio Corporation recognized $259,000 in compensation
expense associated with the acceleration of vesting in stock options as part of
an executive officer's severance agreement.
-4-
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
NetRadio Corporation is a leading Internet broadcaster of originally
programmed audio entertainment through its Web Site, http://www.NetRadio.com.
NetRadio.com is an Internet Marketing platform that uses audio content to
attract a large and diverse audience and retain listeners onsite for extended
periods of time. More than 1,000,000 unique listeners per month access
NetRadio.com's 120 channels of music and information on demand, 24 hours a day,
seven days a week. The site connects with music enthusiasts through 15
interactive music communities ranging from Jazz, Modern Rock and New Age to
Vintage Rock and Classical. The innovative NetRadio.com marketing platform
combines a broad musical offering with a proprietary online music store,
CDPoint, that enables listeners to "listen, click and buy" the music they hear.
Our revenues are generated from sales of audio merchandise through our online
store, CDPoint, and from Internet Advertising. Our Internet advertising revenues
consist of banner advertisements placed on our Web site, special promotional
advertisements and audio advertisements.
We recognize banner advertising revenues over the period in which the
advertisement is displayed on our Web site. We derive promotional advertising
revenues from product or artist related promotions, and recognize these revenues
over the term of the promotion. We derive audio advertising revenues from the
sales of advertising spots, and recognize these revenues when the audio
advertising is broadcast.
We believe that our success will depend largely on our ability to program and
broadcast original audio content to attract and retain listeners and to generate
e-commerce and advertising revenues. Accordingly, we intend to invest heavily to
develop and maintain content and network infrastructure and to expand
e-commerce. We expect to continue to incur substantial operating losses for the
foreseeable future.
In view of the rapidly evolving nature of our business and our limited operating
history, we believe that period-to-period comparisons of revenues and operating
results, including gross margin and operating margin, are not necessarily
meaningful and should not be relied upon as indications of our future
performance.
RESULTS OF OPERATIONS
NET REVENUES
Net revenues increased to $374,074 for the three months ended September
30, 1999 from $50,627 for the three months ended September 30, 1998, a 639%
increase, and consisted of product sales and Internet advertising revenues. Net
revenues increased to $779,740 for the nine months ended September 30, 1999 from
$163,423 for the nine months ended September 30, 1998, a 377% increase.
PRODUCT SALES. Product sales for the three months ended September 30,
1999 consisted of $172,220 of sales of audio merchandise, including shipping and
handling costs, compared with $5,698 in product sales for the three months ended
September 30, 1998. Product sales for the nine months ended September 30, 1999
consisted of $430,827 of sales of audio merchandise, including shipping and
handling costs, compared with $5,698 in product sales for the nine months ended
September 30, 1998. We began selling audio merchandise in the third quarter of
1998 when we opened our online store, CDPoint, which became fully operational in
November 1998.
INTERNET ADVERTISING. Internet advertising revenues for the three
months ended September 30, 1999 were $201,854 compared to $44,929 for the three
months ended September 30, 1998, an increase of 349%. Internet advertising
revenues for the nine months ended September 30, 1999 were $348,913, compared to
$157,725 for the nine months ended September 30, 1998, an
-5-
<PAGE>
increase of 121%. Internet advertising revenues reflect audio and banner
advertising sales as well as promotional advertising revenues.
COST OF REVENUES
Cost of revenues includes the cost of audio merchandise that we sell,
including fulfillment costs through third party vendors which ship directly to
our customers, and include costs incurred in connection with the development of
specific advertising or promotional campaigns. Costs of revenues increased to
$158,232 for the three months ended September 30, 1999 from $13,937 for the
three months ended September 30, 1998. Costs of revenues increased to $400,648
for the nine months ended September 30, 1999 from $23,995 for the nine months
ended September 30, 1998. The increase in cost of revenues was due primarily to
the increased product sales associated with the opening of our online music
store.
OPERATING EXPENSES
OPERATIONS AND TECHNICAL SUPPORT. Operations and technical support
expenses consist primarily of data communications expenses, personnel expenses
associated with broadcasting, software and content license fees, operating
supplies and overhead. Operations and technical support expenses were $2,071,721
for the three months ended September 30, 1999, compared to $352,202 for the
three months ended September 30, 1998. Operations and technical support expenses
were $4,067,238 for the nine months ended September 30, 1999, compared to
$957,940 for the nine months ended September 30, 1998. The increase in
operations and technical support expenses were due primarily to the building of
technical and personnel infrastructure necessary to meet listener demand and
provide e-commerce opportunities to listeners.
SALES AND MARKETING. Sales and marketing expenses consist primarily of
personnel expenses associated with Internet advertising and the marketing of our
Web site. Sales and marketing expenses were $1,166,045 for the three months
ended September 30, 1999, compared to $88,670 for the three months ended
September 30, 1998. The increase in sales and marketing expenses in the three
month period was due primarily to online advertising of $575,845 that did not
occur in the prior year period and the growth in our sales force and marketing
staff. Sales and marketing expenses were $1,951,483 for the nine months ended
September 30, 1999, compared to $246,343 for the nine months ended September 30,
1998. The increase in sales and marketing expenses for the nine month period was
due primarily to online advertising of $725,045, the use of $150,000 in
advertising from ValueVision, and the growth in our sales force and marketing
staff.
GENERAL AND ADMINISTRATIVE. General and administrative expenses consist
primarily of administrative personnel expenses, professional fees, depreciation
and amortization, and expenditures for facility costs. General and
administrative expenses were $906,874 for the three months ended September 30,
1999, compared to $362,726 for the three months ended September 30, 1998.
General and administrative expenses were $3,183,351 for the nine months ended
September 30, 1999, compared to $958,217 for the nine months ended September 30,
1998. The increase in general and administrative expenses for the three month
period was partially due to the recognition of $259,000 in non-cash compensation
expense associated with the acceleration of vesting in stock options as part of
an executive officer's severance agreement. The increase in general and
administrative expenses in the nine month period was due primarily to a
recognition of $1,138,625 in non-cash compensation expense associated with the
issuance of stock options to employees and directors with exercise prices below
the estimated fair market value of our common stock on the date of grant, and
the acceleration of vesting of stock options as part of an executive officer's
severance agreement. The remaining increases reflect the costs associated with
adding key personnel and building infrastructure.
Interest expense for the three months ended September 30, 1999 was
$288,050, compared to $5,663 for the three months ended September 30, 1998.
Interest expense for the nine months ended September 30, 1999 was $602,206,
compared to $18,832 for the nine months ended September 30, 1998. The increase
in both the three and nine month periods was due to the accrual of interest
expense associated with the advances from Navarre Corporation, which had
provided funds to us prior to completion of our initial public offering.
LIQUIDITY AND CAPITAL RESOURCES
The Company had a working capital deficit of $1,876,454 at September
30, 1999, compared to a working capital deficit of $176,032 at December 31,
1998.
-6-
<PAGE>
Net cash used in operating activities was $5,812,438 and $1,844,423 for
the nine months ended September 30, 1999 and 1998, respectively. Net cash used
in operating activities for the nine months ended September 31, 1999 was
primarily composed of our net losses offset in part by depreciation and
amortization, an increase in accounts payable and accrued expenses and non-cash
compensation expense associated with the issuance of stock options.
Accounts receivable grew to $196,808 at September 30, 1999 from $26,313
at December 31, 1998 and consisted primarily of agency-placed advertising
revenue accounts. Advertising revenues placed by an agency typically are
collected in 60 to 90 days. We expect advertising revenue accounts generally to
be collected within 60 to 90 days in the future.
The increase in prepaid expenses, other current assets, deferred
revenue and accrued expenses from December 31, 1998 to September 30, 1999 was
primarily due to the execution of two contracts with RealNetworks in May 1999.
The increase in accounts payable to $1,741,466 at September 30, 1999
from $1,022,639 at December 31, 1998 was due primarily to higher operating
expenses as we developed the infrastructure necessary to manage the growth of
our business.
Net cash used in investing activities for the nine months ended
September 30, 1999 and 1998 was $1,456,188 and $248,097, respectively. Net cash
used in investing activities in these periods was related primarily to purchases
of property and equipment.
We generated net cash from financing activities of $7,305,229 and
$2,096,198 for the nine months ended September 30, 1999 and 1998, respectively.
Net cash from financing activities for the nine months ended September 30, 1999
was generated primarily from $8,023,786 in advances from Navarre.
We believe that the net proceeds from our October 14, 1999 initial
public offering, together with our current cash and cash equivalents, will be
sufficient to meet our anticipated cash needs for working capital and capital
expenditures for at least the next 18 months. In connection with the offering,
we converted $5,234,840 in debt owed to Navarre Corporation into equity, and
ValueVision International, Inc. agreed to purchase 550,000 additional shares of
our common stock for $500,000, both occurring at the closing of the offering. In
connection with the offering, we agreed to enter into a Multiple Advance Term
Note with Navarre. Under the Note, we agreed to repay to Navarre all amounts
advanced to us beginning January 1, 1999, plus accrued interest on the
$5,234,840 of principal indebtedness incurred through December 31, 1998. The
Note bears interest at midwest prime plus one half percentage point. The
principal balance of the Note, including accrued interest through October 14,
1999, is approximately $9.6 million. The principal of the Note is due on June 1,
2001.
We may need to raise additional funds, in the future, through public or
private financings, or other arrangements. There can be no assurance that these
additional financings, if needed, will be available on terms attractive to us,
if at all. Our failure to raise capital when needed could have a material
adverse effect on our business, results of operations and financial condition.
If additional funds are raised through the issuance of equity securities, the
percentage ownership of our then-current shareholders will be reduced.
Furthermore, these equity securities might have rights, preferences or
privileges senior to those of our common stock.
YEAR 2000 COMPLIANCE
STATE OF READINESS. Our information technology, or IT, systems
(servers, encoders, routers, etc.) and non-IT systems (desktop computers,
printers, etc.) consist of software developed either in-house or purchased from
third parties, and hardware purchased from vendors. Our systems and other
business resources rely upon IT systems and non-IT systems provided by service
providers and, therefore, may be vulnerable to those service providers' failure
to remedy their own presently unknown Year 2000 issues. These service providers
include those for our network elements and e-mail services and the landlord for
our leased office spaces. We have contacted our principal vendors of hardware
and software, who have notified us that the hardware and software that they have
supplied to us is either presently Year 2000 compliant or will be compliant
before the Year 2000. However, we may nonetheless be affected by presently
unknown Year 2000 issues related to non-compliant IT systems or non-IT systems
operated by us or by third parties. We currently have underway a substantial
assessment of our internal and external (third-party) IT systems and non-IT
systems. At this point in our assessment, we are not aware of any Year 2000
problems relating to systems operated by us or by third parties that would have
a material adverse effect on our business, results of operations, or financial
conditions without taking into account our efforts to avoid Year 2000 problems.
-7-
<PAGE>
COST. Based on our assessment to date, we do not anticipate that costs
associated with remediating our non-compliant IT systems and non-IT systems will
be material.
RISKS. To the extent that our Year 2000 assessment is finalized without
identifying any additional material non-compliant IT systems operated by us or
third parties, the most reasonably likely worst case Year 2000 scenario is a
systems failure beyond our control, such as a prolonged telecommunications or
electrical failure. A failure of this kind could prevent us from operating our
business or prevent users from accessing our Web site. We believe that the
primary business risks, in the event of a failure, would include, but not be
limited to, lost advertising and audio merchandising revenue, increased
operating costs, loss of customers or persons accessing our Web site, or other
business interruption of a material nature, as well as claims of mismanagement,
misrepresentation or breach of contract.
CONTINGENCY PLAN. As discussed above, we are engaged in an ongoing Year
2000 assessment. We plan to conduct a full-scale Year 2000 simulation of our IT
systems. The results of this simulation and assessment will be taken into
account in determining the nature and extent of any contingency plans.
CAUTIONARY STATEMENT
This Form 10-Q contains forward-looking statements within the meaning
of federal securities laws. These statements include statements regarding
intent, belief, or current expectations of the Company and its management. These
forward-looking statements are not guarantees of the future performance and
involve a number of risks and uncertainties that may cause the Company's actual
results to differ materially from the results discussed in these statements.
Please refer to the Management's Discussion and Analysis section of the
Company's Annual Report on Form 10-K for the year ended December 31, 1998, for
cautionary statements on important factors to consider in evaluating the
forward-looking statements included in this Form 10-Q.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
-8-
<PAGE>
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Change in Securities and Use of Proceeds
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
On October 19, 1999, NetRadio Corporation closed on its initial public
offering of 3,200,000 shares of common stock at a price of $11.00 per
share.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits are included
Exhibit 27: Financial Data Schedule
B. Report on Form 8-K
None
-9-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: _11/15/99_ NETRADIO CORPORATION
By /s/ Edward A. Tomechko
-------------------------------------------
Edward A. Tomechko
Chief Executive Officer and President
(Principal Executive Officer)
By /s/ Michael P. Wise
-------------------------------------------
Michael P. Wise
Chief Financial Officer and Vice President
(Principal Financial and Accounting Officer)
-10-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NETRADIO
CORPORATION'S FINANCIAL STATEMENTS AS OF AND FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER 30, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 87,359
<SECURITIES> 0
<RECEIVABLES> 201,808
<ALLOWANCES> (5,000)
<INVENTORY> 0
<CURRENT-ASSETS> 1,826,978
<PP&E> 3,217,379
<DEPRECIATION> (1,259,299)
<TOTAL-ASSETS> 4,966,530
<CURRENT-LIABILITIES> 3,703,432
<BONDS> 0
0
0
<COMMON> 3,288,975
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 4,966,530
<SALES> 779,740
<TOTAL-REVENUES> 400,648
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,202,072
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 602,206
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,425,186)
<EPS-BASIC> (1.59)
<EPS-DILUTED> (1.59)
</TABLE>
