UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 December 31, 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 number 000-21659
EDnet, INC.
(Exact name of small business issuer as specified in its charter)
Colorado 84-1273795
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Union Street, San Francisco, California 94111
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (415) 274-8800
--------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ___.
Number of shares outstanding of the issuer's common stock as of December 31,
1997: 7,858,465
Transitional Small Business Disclosure Format (Check one): Yes ___ No _X_
<PAGE>
Part I. FINANCIAL INFORMATION
<TABLE>
EDnet, Inc.
CONSOLIDATED STATEMENTS OF INCOME
For the Three and Six Months ended December 31, 1997 & 1997
<CAPTION>
Three Months Six Months
Ended December 31 Ended December 31
( Unaudited ) ( Unaudited )
---------------------------------------------------------
1997 1996 1997 1996
---------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues:
Equipment sales and installation $ 292,792 $ 345,927 $ 440,560 $ 641,706
Site development and services 168,062 347,488 359,879 575,875
Access, Usage, and Hosting fees 508,478 424,590 1,047,509 801,864
Other fees 39,325 33,479 64,080 58,639
---------------------------------------------------------
1,008,657 1,151,484 1,912,028 2,078,084
Cost of sales 678,104 596,935 1,231,205 1,203,816
---------------------------------------------------------
Gross Profit 330,553 554,549 680,823 874,268
Research & Development -- 764,532 -- 923,096
Sales and Marketing expenses 150,722 245,364 323,360 437,872
General and Administrative expenses 150,692 614,257 873,049 1,111,318
---------------------------------------------------------
301,414 1,624,154 1,196,409 2,472,286
Income (loss) from operations 29,139 (1,069,604) (515,586) (1,598,018)
---------------------------------------------------------
Other income (expense):
Interest income (expense) (17,269) (100,412) (21,792) (157,042)
Other income (expense) 336,785 -- 336,785 --
---------------------------------------------------------
Total other income (expense), net 319,516 (100,412) 314,993 (157,042)
---------------------------------------------------------
Income (loss) before provision
for income taxes 348,655 (1,170,016) (200,593) (1,755,060)
Income taxes 2,400 -- 2,400 --
---------------------------------------------------------
Net income (loss) $ 346,255 $(1,170,016) $ (202,993) $(1,755,060)
=========================================================
Net Income (Loss) Per Common Share $ 0.05 $ (0.26) $ (0.03) $ (0.39)
=========================================================
Weighted Average Number
of Shares Outstanding 7,264,345 4,536,020 7,264,345 4,536,020
=========================================================
<FN>
The accompanying notes are an integral part of these
consolidated financial statements.
</FN>
</TABLE>
2
<PAGE>
<TABLE>
EDnet, Inc.
CONSOLIDATED BALANCE SHEETS
As of December 31, 1997 and June 30, 1997
<CAPTION>
ASSETS
12/31/97 6/30/97
( Unaudited ) ( Unaudited )
----------------------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 11,269 $ 31,067
Accounts Receivable, net 592,501 445,121
Inventories 152,034 202,913
Other Current Assets 36,237 193,949
----------------------------
TOTAL CURRENT ASSETS 792,041 873,050
PROPERTY AND EQUIPMENT, NET 440,238 556,533
OTHER ASSETS 10,948 5,478
----------------------------
TOTAL ASSETS $ 1,243,227 $ 1,435,061
============================
LIABILTIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,192,942 $ 1,648,167
Accrued expenses 411,669 466,455
Deferred revenue 65,274 69,193
Line of credit 34,282 34,628
Notes payable 310,939 592,286
Current portion of capital lease obligations 13,705 27,817
----------------------------
TOTAL CURRENT LIABILITIES 2,028,811 2,838,546
LONG TERM LIABILITIES 689,674 770,904
----------------------------
TOTAL LIABILITIES 2,718,485 3,609,450
STOCKHOLDERS' EQUITY
Common stock; par value $.001 per share
Authorized 50,000,000 shares, 7,858,465 and
5,720,465 shares issued and outstanding as of
December 31, 1997 and June 30,1997 respectively 7,858 5,720
Preferred Stock; par value $1,000 per share
Authorized 1,750 shares, 150 shares issued and
outstanding as of December 31, 1997 170,133 165,596
Capital paid in excess of par value of common stock 5,311,562 4,411,577
Accumulated Deficit (6,964,811) (6,757,282)
----------------------------
TOTAL STOCKHOLDERS' EQUITY (1,475,258) (2,174,389)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,243,227 $ 1,435,061
============================
<FN>
The accompanying notes are an integral part of these
consolidated financial statements.
</FN>
</TABLE>
3
<PAGE>
<TABLE>
EDnet, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the Four Months ended Dec 31, 1997 and 1996
<CAPTION>
12/31/97 12/31/96
( Unaudited ) ( Unaudited )
-----------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (202,992) $(1,755,060)
Adjustments to reconcile net loss to
cash used in operating activities:
Depreciation and amortization 97,808 272,866
Provision for doubtful accounts 275 --
Noncash compensation expenses 400,000 --
Decrease (increase) in other current assets (14,425) (19,075)
Increase in accounts receivable (147,655) (259,918)
Increase in inventory 50,879 (149,434)
Increase (decrease) in accounts payable
and accrued expenses (571,483) 1,044,883
Increase (decrease) in deferred revenue (3,919) (55,637)
-----------------------------
Net cash used in operating activities (391,513) (921,375)
-----------------------------
Cash flows from investing activities:
Purchase of property and Equipment 10,354 (263,336)
Vest of BSI Investment 307,495
-----------------------------
Net cash used in investing activities 317,849 (263,336)
-----------------------------
Cash flows from financing activities:
Repayment on borrowings (73,392) (372,256)
Proceeds from borrowings 147,600 1,000,000
Repayments on capital leases (20,343) (11,820)
Issuance of shares under Reg D 528,108
-----------------------------
Net cash provided by financing activities 53,866 1,144,032
-----------------------------
Net increase (decrease) in cash (19,798) (40,679)
=============================
Cash at beginning of period (31,067) 221,875
-----------------------------
Cash at end of period $ 11,269 $ 181,196
=============================
<FN>
The accompanying notes are an integral part of these
consolidated financial statements.
</FN>
</TABLE>
4
<PAGE>
EDNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
In the opinion of management, the unaudited consolidated condensed
financial statements included herein have been prepared on a consistent
basis with the June 30, 1996 audited and June 30, 1997 unaudited
consolidated financial statements and include all material adjustments,
consisting of normal recurring adjustments, necessary to fairly present the
information set forth therein. As reported in the audited financial
statements of June 30, 1996 and the unaudited financial statements of June
30, 1997, EDnet Inc. (the Company) has not been able to generate any profit
since inception until this quarter. The Company had executed a Letter of
Agreement (LOI) to be acquired by Curtis Mathes Holding Corporation (Curtis
Mathes) as described in Note 10, which was subsequently rescinded by Curtis
Mathes on January 29, 1998 as per Note 12. If the Company is unable to
raise additional funds or consummate a merger or other transaction, it may
not have the financial resources to continue as a going concern. The
financial statements do not contain any adjustments that may be needed if
the Company is unable to continue as a going concern.
2. Consolidation
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries Entertainment Digital Network, Inc. (EDN)
and Internet Worldwide Business Solutions, Inc. (IBS). Material
inter-company transactions and balances have been eliminated.
3. Loss per Share
Net income for the quarter ended December 31, 1997 and the loss per share
for the six months ended December 31, 1997 has been computed using the
weighted average number of common shares outstanding totaling 7,858,465
shares for the three and six months ended December 31, 1997. There were
7,264,345 weighted average shares outstanding for the three and six months
ended December 31, 1997. Due to the Company's loss position, common
equivalent shares have been excluded because they are anti-dilutive.
4. Notes Receivable
In connection with the licensing by IBS to Breakthrough Software, Inc.
(Breakthrough) of IBS' software, completed in the prior quarter, the
Company had an unsecured note receivable from Breakthrough of $250,000,
which was amended effective December 19, 1997 (See Note 7). The Note was
reduced by a debt transfer by IBS and assumption by Breakthrough of the
Global Automation, Inc., debt of $91,891.65 and San Jose Mercury News of
$2,000. The balance of the Note of $156,108 has been canceled and
substituted by a Convertible Subordinated Promissory Note. The new Note
will be at simple interest at the rate of eight percent (8.0%) per annum..
All principal under this Note shall be automatically converted upon the
closing of Breakthrough's next financing involving the receipt of at least
$2,000,000. If a Next Financing does not occur within 12 months from the
issuance of the Note or Breakthrough is acquired prior to a Next Financing,
then the Note shall be automatically converted at the lower per share price
(i) in Breakthrough's Common Stock at the price of $1.00 per share, or (ii)
into most senior capital stock or convertible securities issued by
Breakthrough in financings which do not qualify as a Next Financing at the
per share price equal to the weighted average per share price paid in cash
by other investors in such financings. In the event of conversion, the
accrued interest shall be paid at the time of conversion in securities into
which the Note is converted. The Company has established a 100% reserve
against the note.
5. Notes Payable
On September 30, an agreement was reached whereby the Company's note
payable to Mr. Onggara in the amount of $340,000 plus accrued interest of
$35,000 was converted to shares of the Company's Common Stock at $.375 per
share, resulting in an issuance of 1,000,000 shares. The Company addressed
an unresolved commitment of options to Mr. Onggara by issuing 1,000,000
warrants priced at $1.25 each. The warrants are convertible over 3 years
and are transferable and divisible.
5
<PAGE>
On June 30, 1997 the Company reached an agreement with Morgan Fuller to
convert the Notes to a term loan payable in 60 installments with accrued
interest at 6% commencing September 1, 1997. In conjunction with the
restructuring, Morgan Fuller agreed to forgive accrued penalties and
interest and the Company agreed to re-price all warrants previously issued
to Morgan Fuller to an exercise price of $1.50.
6. Investment by T Bar W Ranch Investments
Under a subscription agreement signed July 10, 1997, the Company received a
commitment to purchase 3,750,000 shares of Common Stock at a price of $0.20
per share. Each share would be issued with a warrant to purchase an
additional share of Common Stock at an exercise price of $1.00 and an
expiration date five years from the date of issuance. As of February 10,
1998, the total amount invested by T Bar W Ranch Investments was $147,596.
The Company has experienced delays in obtaining the full amount of the
funding commitment described above, and no longer considers this a source
of investment.
7. Resignations
On October 15, 1997, Alan K. Geddes, Vice President of Finance resigned his
position as Chief Financial Officer. The Company has not replaced this
position as of February 10, 1998 and his duties are presently performed by
Tom Kobayashi, CEO and Simon Wu, Controller.
8. Sale of Breakthrough Preferred Stock
On November 3, 1997, the Company entered into an agreement to sell the
Company's 2,000,000 shares of Breakthrough Series A Convertible Preferred
Stock for $415,000 and to exchange the balance of the unsecured note of
$156,108 due March 31, 1998 into a Convertible Promissory Note with Common
Stock Purchase Warrants as described in Note 4. The first payment of
$250,000 for the sale was received on November 7, 1997, a second payment of
$67,995.04 on December 19, 1997 and the balance of $97,004.96 on January
21, 1998.
9. Changes in Registrant's Certifying Accountants.
On November 24, 1997 Coopers & Lybrand L.L.P. (C&L) resigned as the
Company's principal accountant, due to non-payments of fees for prior
audits. There were no recommendation or approval to change accountants by
the Company's Board of Directors. During the period subsequent to the last
fiscal year audit for year ended June 30, 1996 until their resignation as
Company's principal auditor on November 24, 1997, there were no
disagreements with C&L on any matter of accounting principles or practices,
financial statement disclosures or auditing scope or procedure. Note that
C&L did not perform an audit for the year ended June 30, 1997 or for any
period subsequent to June 30, 1997. Form 8KA was filed with the Securities
& exchange Commission on December 18, 1997.
10. Letter of Intent.
On December 23, 1997, Curtis Mathes and the Company entered into a Letter
of Intent wherein Curtis Mathes would acquire all of the outstanding shares
of the Company. In the acquisition, the outstanding Company common stock
would be exchanged for newly issued shares of common stock of Curtis
Mathes. As a result of the acquisition, the Company would become a
wholly-owned subsidiary of Curtis Mathes. The maximum aggregate number of
shares of common stock of Curtis Mathes to be issued in the acquisition in
exchange for all of the outstanding fully-diluted shares of the Company
shall be 11,278,000 shares of Curtis Mathes common stock (plus or minus the
amount any closing adjustments.) Curtis Mathes will exchange its common
stock for outstanding common stock of the Company on a one to one ratio.
Curtis Mathes will exchange its warrants and options to purchase Curtis
Mathes common stock for outstanding warrants and options to purchase
Company common stock on a one for one ratio, at a comparable exercise
price. Curtis Mathes will undertake to file a registration statement under
the 1933 Act as soon as practicable after final consummation of this
Agreement, covering the Curtis Mathes common stock and the Curtis Mathes
common stock underlying the options and warrants issued to Shareholders of
the Company under the Agreement.
6
<PAGE>
11. Revolving Credit and Security Agreement
Under a revolving credit and security agreement executed on December 30,
1997, Curtis Mathes (Lender) established a Revolving Credit in favor of the
Company in an aggregrate pricncipal amount at any one time outstanding not
exceeding $1,000,000. The amount of any borrowing may be repaid in whole or
in part within one (1) year from date of funding and such repaid amounts
may be thereafter reborrowed. All principal and accrued interest due on
such borrowing must be repaid within one (1) year from date of funding. The
annual rate of interest shall be at the rate equivalent to the rate
described by the Wall Street Journal as the prime rate in effect from time
to time, plus one and one-half (1.5%).The Company has has granted security
interest as collateral all accounts, contract rights and general
intangibles relating to accounts, receivables and claims whether now or
hereafter arising; all inventory, wherever located and whether now or
hereafter exisiting; and all equipment, wherever located and whether now or
hereafter arising. The Company borrowed $75,000 under this agreement on
December 30, 1997.
12. Subsequent Events
On January 29, 1998, Curtis Mathes informed the Company that they had
decided not to proceed with the acquisition of the Company based on their
opinion that certain contingencies in the Letter of Intent did not occur
(Note 10). The Company had borrowed an additional $275,000 under the
Revolving Credit and Security Agreement (Note 11) from January 1, 1998 to
January 22, 1998. The Company had repaid through January 27, 1998 against
the loans a total of $221,4393.58 leaving a balance due on the principal of
$129,987.74 and accrued interest as of January 31, 1998 of 248.22.
7
<PAGE>
EDNET, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
For the three months ended December 31, 1997, the Company's revenues were
$1,008,657, a decrease of 14% compared to revenues of $1,151,484 in the
comparable period last year. Revenues for the six months ended December 31, 1997
decreased 8% to $1,912,028 compared to revenues of $2,078,084 in the comparable
period last year. Decreases in revenue are primarily due to decreases in revenue
for web site development, and for sales of audio codec equipment. The decline of
equipment revenues in the three and six months ended December 31, 1997 was due
to unavailability of inventory because of vendor credit restrictions. However,
there are increases in network access, usage fees and hosting revenues
associated with a growing installed base.
Gross Profit decreased to $330,553 or 33% of sales, in the three months ended
December 31, 1997 compared to $554,549, or 48% of sales, in the equivalent
period last year. For the six months ended December 31, 1997 gross profit
decreased to $680,823, or 36% of sales, from $874,268, or 42% of sales in the
equivalent period last year. Decreases in gross profit as a percentage of sales
are primarily due to a decrease in web development revenue and an increase in
web programmers costs of $242,773 for the three months ended December 31, 1997
and six month costs of $588,012. In prior periods these costs were shown as
operating overhead costs. With these items excluded, gross profit would increase
in the three months ended December 31, 1997 to $574,326 or 57% of sales compared
to $554,549 or 48% of sales in the equivalent period. For the six months ended
December 31, 1997, the gross profit would increase to $1,188,835 or 62% of sales
from $874,268 or 42% of sales.
Operating expenses (including Research & Development, Sales & Marketing, and
General & Administrative) decreased to $301,414 in the three months ended
December 31, 1997 compared to $1,196,409 in the equivalent period last year. For
the nine months ended December 31, 1997 operating expenses decreased to
$1,196,409 from $2,472,286 in the equivalent period last year. Significant
non-recurring expenditures in the three months ended December 31, 1996 included
$764,532 of Research and Development expense. Total six months expenditures on
Research & Development were $923,096. Operating expenses for the three and six
months periods ending December 31, 1996 also include $36,000 and $204,000
respectively, which represents non-recurring legal and accounting costs
associated with the IBS acquisition, the Company's three year audit, the filing
of Form 10-SB registration statement with the SEC, and fees associated with the
Senior Notes (Note 5). The Company did not incur any research and development
expense during the three and six months ended December 31, 1997. This reduction
from prior equivalent periods is due primarily to the action taken to license
the Company's IBS Internet software product to Breakthrough Software Inc.
(Breakthrough), rather than continue development efforts.
Operating expenses for the three and six month period ending December 31, 1997
include a reduction of $91,892 for transfer of debt against the reserved note
receivable from Breakthrough (Note 4). There is also a reduction of $242,773 for
the three months and $588,012 for six months ended December 31, 1997, of web
development cost that are now included in the cost of sales for web development.
There is also a non-recurring expense of $400,000 which represents the cost of
the 400,000 shares of S-8 common stock of the Company issued under the Charles
Clark consulting agreement. With these items excluded, operating expenses were
$452,295 for the three months ended December 31, 1997 compared to adjusted
operating expenses of $821,621 for the comparable period representing a 45%
decrease from the prior year. For the six months ended December 31, 1997 the
adjusted operating expenses were $1,292,529 compared to adjusted operating
expenses of $1,345,190 representing a 4% decrease from the prior period. This
decrease is attributed to the reduction of research and development expense.
Net income and expenses increased to a positive $319,516 in the three months
ended December 31, 1997 compared to a negative $100,412 during the equivalent
period last year. For the six months ended December 31, 1997 net income and
other expenses increased to a positive $314,993 compared to a negative $157,402
in the equivalent prior period. The increase in other income was attributed to
sale of
8
<PAGE>
assets for the investment of Breakthrough of $248,334 (Note 7) and restructuring
of certain accounts payable debts of $88,451. The decrease in interest expense
was due to the restructuring of senior notes (Note 5), which resulted in
interest expense decreasing from $100,412 to $17,269 for three months ended
December 31, 1997 and decreasing from $157,042 to $21,742 for six months ended
December 31, 1997 compared to their respective comparable periods.
For the three months ended December 31, 1997, the Company produced a net income
of $346,255 or $0.05 per share based on a weighted average of 7,264,345 shares
outstanding, compared with a net loss of $1,170,016, or ($0.26) per share based
on a weighted average of 4,536,020 shares outstanding in the prior year. The
Company incurred a net loss for the six months ended December 31, 1997 of
$202,993 , or ($0.03) per share based on a weighted average of 7,264,345 shares
outstanding, compared with a net loss of $1,755,060 or ($0.39) per share, based
on a weighted average of 4,536,020 shares in the prior period.
Financial Condition, Liquidity, and Capital Resources
At December 31, 1997, the Company's accumulated deficit was $6,964,811 and its
working capital deficit was $1,236,770. The rate of decrease in the Company's
accumulated deficit declined in the quarter ended December 31, 1997 due
primarily to the sale of assets for investment of Breakthrough (Note 8),
assumption of debt by Breakthrough against note receivable which was fully
reserved (Note 4), and restructuring of the debt with certain vendors. The
Company's working capital deficit improved by $728,726 since June 30, 1997 due
primarily to restructuring of Morgan Fuller's Senior Notes (Note 5), the
Conversion of Irawan Onggara's Note Payable to equity (Note 5), and the
improvement in net income. The Company has also made several adjustments to its
operations to further reduce costs during the six months period.
Disclosure Pursuant to the Private Securities Litigation Reform Act of 1995
When used in this Management's Discussion and Analysis, the words "anticipate,"
"estimate," "expect," and similar expressions are intended to identify
forward-looking statements. These statements are subject to certain risks and
uncertainties, including, but not limited to, the following: risks associated
with fundraising and the company's ability to secure resources necessary to
fully develop business products; risks associated with mergers and acquisitions,
the nature of any transaction consummated, and the ability to successfully
operate a merged entity; business conditions in the telecommunications,
entertainment, advertising and Internet-related industries, and the general
economy; competitive factors such as rival networking technology, competing
products, and competitive pricing; risks associated with development,
introduction, and acceptance of new products; the company's ability to manage
its rapid growth and attract and retain key employees; and other risk factors.
Actual results may differ materially from management expectations as discussed
here.
9
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) (27) Financial Data Schedule, filed electronically.
(b) Form 8-K filed December 8, 1997 and amended Form 8-KA filed
December 19, 1997 to report resignation of Coopers & Lybrand
L.L.P. as Company's principal accountant.
(Note 9).
10
<PAGE>
SIGNATURE
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.
EDNET, INC.
January 27, 1998 By: /s/Tom Kobayashi
---------------------
Tom Kobayashi
Chairman of the Board
By: /s/David Gustafson
---------------------
David Gustafson
President
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 11,269
<SECURITIES> 0
<RECEIVABLES> 592,501
<ALLOWANCES> 0
<INVENTORY> 152,034
<CURRENT-ASSETS> 47,185
<PP&E> 440,238
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,243,227
<CURRENT-LIABILITIES> 2,548,352
<BONDS> 0
170,133
0
<COMMON> 7,858
<OTHER-SE> (1,483,116)
<TOTAL-LIABILITY-AND-EQUITY> 1,243,227
<SALES> 0
<TOTAL-REVENUES> 1,912,028
<CGS> 1,231,205
<TOTAL-COSTS> 1,196,409
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,792
<INCOME-PRETAX> (537,378)
<INCOME-TAX> 2,400
<INCOME-CONTINUING> (539,778)
<DISCONTINUED> 0
<EXTRAORDINARY> 336,785
<CHANGES> 0
<NET-INCOME> (202,993)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.00)
</TABLE>