<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q SB
(Mark One)
/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended June 30, 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: 0-15086
XYBERNAUT CORPORATION
(Exact Name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 54-1799851
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
12701 Fair Lakes Circle, Suite 550, Fairfax, VA 22033
(Address of principal executive offices with zip code)
Registrant's telephone number, including area code: (703) 631-6925
N/A
(Former name, former address and former fiscal year,
if changed since last report)
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 _____ 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:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest date.
Class Outstanding at August 15, 1996
Common stock - $0.01 par value 14,234,218
<PAGE> 2
INDEX
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<CAPTION>
PAGE
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COVER PAGE 1
INDEX 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Combined Balance Sheets 3
Combined Statements of Operations 4
Combined Statements of Cash Flows 5
Notes to Combined Financial Statements 6
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition 7
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</TABLE>
2
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PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
XYBERNAUT CORPORATION AND AFFILIATE
COMBINED BALANCE SHEETS
(unaudited)
<TABLE>
<CAPTION>
December 31, June 30,
1995 1996
----------- -----------
<S> <C> <C>
ASSETS
Current assets
Cash $ 508,666 $ 68,113
Accounts receivable 90,725 363,571
Inventory 249,950 106,522
Prepaid and other current assets 20,617 31,236
----------- -----------
Total current assets 869,958 569,442
Fixed assets
Property & equipment, net of accumulated
depreciation of $75,508 and $98,283 respectively 88,802 73,004
Other assets
Debenture issuance costs, net of accumulated
amortization of $24,815 and $136,238, repectively 196,542 215,804
Deferred offering costs 694,766
Patent costs, net of accumulated amortization
of $31,017 and $53,911 respectively 184,565 176,233
Other 53,671 29,298
----------- -----------
Total other 434,778 1,116,101
----------- -----------
Total assets $ 1,393,538 $ 1,758,547
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current license fee $ - $ 60,000
Notes payable 263,425 395,432
Accounts payable 420,801 409,675
Accrued expenses 224,266 896,276
----------- -----------
Total current liabilities 908,492 1,761,383
Long term liabilities:
Deferred licensing revenue 220,000
Notes and loans payable 72,999 76,044
Debentures 1,505,000 2,505,000
----------- -----------
Total long term liabilities 1,577,999 2,801,044
----------- -----------
Total liabilities 2,486,491 4,562,427
Commitments & Contingencies
Stockholders' equity (deficit)
Common Stock
authorized 30,000,000; issued and outstanding 10,387,789 103,725 103,888
Additional Paid-in capital 2,337,663 2,419,100
Accumulated Deficit (3,534,341) (5,326,868)
----------- -----------
(1,092,953) (2,803,880)
----------- -----------
Total liabilities and stockholders' equity (deficit) $ 1,393,538 $ 1,758,547
=========== ===========
</TABLE>
The accompanying notes are an integral part of the
combined financial statements.
3
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XYBERNAUT CORPORATION AND AFFILIATE
COMBINED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- ---------------------------
1995 1996 1995 1996
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenue
Product sales and leases $ 27,290 $ 277,825 $ 53,419 $ 577,713
Consulting and license 17,433 16,600 18,378 38,634
----------- ----------- ----------- -----------
Total revenues 44,723 294,425 71,797 616,347
Cost of sales 33,061 264,424 58,818 494,713
----------- ----------- ----------- -----------
Gross margin 11,662 30,001 12,979 121,634
Operating expenses:
Sales and marketing 79,141 315,557 148,922 461,729
General and administrative 180,433 379,258 419,963 683,193
Research and development 102,342 397,120 231,662 698,383
----------- ----------- ----------- -----------
Total operating expenses 361,916 1,091,935 800,547 1,843,305
----------- ----------- ----------- -----------
Operating margin (350,254) (1,061,934) (787,568) (1,721,671)
Interest expense, net (777) (41,683) (571) (70,854)
----------- ----------- ----------- -----------
Net Loss $ (351,031) $(1,103,617) $ (788,139) $(1,792,525)
=========== =========== =========== ===========
Net Loss per common share and common
equivalent shares outstanding $ (0.03) $ (0.09) $ (0.07) $ (0.15)
=========== =========== =========== ===========
Weighted average number of common and
common equivalent shares outstanding 11,778,756 11,812,680 11,747,355 11,808,148
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the
combined financial statements.
4
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XYBERNAUT CORPORATION AND AFFILIATE
COMBINED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-----------------------------
1995 1996
---------- -----------
<S> <C> <C>
Cash flows from operating activities
Net loss $(788,139) $(1,792,525)
Adjustment to reconcile net loss to net cash
(used in) operating activities:
Depreciation and amortization 31,628 157,090
Loss on disposal of property & equipment 12,115 -
Non cash charges for stock and options
issued for services 85,015 81,437
(Increase) decrease in assets:
Inventories (17,935) 143,428
Accounts receivable (35,218) (272,846)
Other current assets (3,909) (10,619)
Other assets (437) 24,373
Increase in liabilities:
Accounts payable and accrued expenses 38,065 660,884
Deferred licensing revenue - 280,000
--------- -----------
Net cash used in operating activities (678,815) (728,778)
--------- -----------
Cash flows from investing activities:
Acquisition of property and equipment - (6,977)
Acquisition of patents and related costs (504) (23,556)
--------- -----------
Net cash provided by (used in) investing activities (504) (30,533)
--------- -----------
Cash flows from financing activities:
Proceeds from (used):
Issuance of stock 560,000 -
Issuance of debentures - 880,000
Loan of placement fees - 120,000
Notes payable 10,739 13,524
Deferred offering costs - (694,766)
--------- -----------
Net cash provided by financing activities 570,739 318,758
--------- -----------
Net decrease in cash (108,580) (440,553)
Cash, beginning of period 124,205 508,666
--------- -----------
Cash, end of period $ 15,625 $ 68,113
========= ===========
</TABLE>
The accompanying notes are an integral part of the combined
financial statements.
5
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XYBERNAUT CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and instructions to Form 10-QSB and Rule 10-01 of
Regulation S-X. 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 management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been reflected in such financial statements. Results of operations for the three
months and six months ended June 30, 1996 are not necessarily indicative of
results of operations expected for the full year. The Company's fiscal year ends
December 31.
2. PRINCIPLES OF COMBINATION
The combined financial statements include the accounts of the commonly
controlled companies Xybernaut Corporation ("the Company") and Tech
International of Virginia Inc. ("Tech Virginia"), because the Company exercised
an option to purchase all of the common stock of Tech Virginia concurrent upon
the closing of the Company's Initial Public Offering of its common stock
("the Initial Public Offering"). All intercompany accounts and transactions
have been eliminated.
3. INCOME TAX
Prior to March 31, 1995 the Company had elected to be subject to
Subchapter S status under the Internal Revenue Code. The Company has revoked its
Subchapter S election and will be taxed as a C corporation. The change in the
Company's tax status may result in the Company recording current and
deferred income taxes. To date, the Company has a history of operating losses
and has not had any taxable income. The Company's financial statements do not
contain a provision for income tax expense in fiscal 1994 and fiscal 1995 due to
the Company's prior status as a Subchapter S Corporation from its inception
through the revocation of its Subchapter S election. Subject to realization, the
Company has generated net operating losses of approximately $4,700,000 that may
be used to offset taxable operating income in the future. The Company's future
operations, if profitable, will be subject to income tax expense not previously
incurred by the Company.
4. LICENSING AGREEMENT
In March 1996, the Company entered into a non-exclusive five-year
licensing agreement with Rockwell International. Pursuant to this agreement, the
Company received an initial payment of $300,000 and the release of the Company
from the obligation to pay
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Rockwell International $1,395,000 pursuant to a purchase order between the
Company and Rockwell International. The initial payment of $300,000 has been
recorded as deferred licensing revenue and is being recognized as revenue on a
straight-line basis over the five-year term.
5. SALE OF DEBENTURES
On November 16, 1995, the Company sold $1,505,000 principal amount of
7% Convertible Debentures due in 1997(the "November Debentures") and incurred
fees and expenses of approximately $210,500 therewith. On April 16, 1996, the
Company sold $1,000,000 principal amount of 7% Convertible Debentures due in
1997 (the "April Debentures") and incurred fees and expenses of approximately
$140,000 therewith. The November Debentures and the April Debentures are
sometimes referred to herein collectively as the "Debentures". The Debentures
were converted into Units concurrent with the Company's Initial Public
Offering at the rate of one Unit for every $1.75 of principal and accrued
interest.
6. SUBSEQUENT EVENTS
On July 18, 1996, the company completed its Initial Public Offering and
sold 2,415,000 Units at a price of $5.50 per Unit. Each Unit consisted of one
share of common stock and one warrant to purchase a share of common stock at
$9.00 ("Unit"). Gross proceeds from the sale of the Units were $13,282,500 and
net proceeds after expenses were approximately $11,054,000. Concurrently with
the closing of the initial Public Offering, the Company exercised its option to
purchase all of the capital stock of Tech Virginia, Inc. for $50,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION.
OVERVIEW
The Company was incorporated in Virginia in October 1990 to develop,
manufacture and sell mobile computing systems and commenced active operations in
November 1992 as Computer Products & Services, Inc. In April 1996, the Company
was reincorporated under the laws of the State of Delaware and changed its name
to Xybernaut Corporation. Since commencing operations, the Company has incurred
significant operating losses.
The Company's revenues include sales of the Mobile Assistant(R) and
software and consulting services which relate to the Mobile Assistant(R) and to
other software applications. Cost of sales include the cost of Mobile
Assistant(R) components, direct labor and overhead expense, manuals, diskettes
and duplication, packaging materials, assembly, paper goods and shipping.
Software development costs are expensed as incurred until technological
feasibility is established in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 86 (Accounting for the Costs of Computer Software to be
Sold, Leased or Otherwise Marketed), after which any additional development
costs are capitalized until the
7
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software is ready for release. The Company has expensed all software development
costs to date.
The Company purchases numerous parts and components from third-party
suppliers, which the Company assembles into its products.
Revenues from sales to VARs and OEMs and direct sales are recognized
when products are shipped. The Company's sales agreements generally do not
involve any significant obligations to customers subsequent to delivery except
as provided in separate service or support agreements. Revenues from future
software sales will be recognized at the time the software program is delivered
in accordance with Statement of Position No. 91-1 of the American Institute of
Certified Public Accountants.
Research and development expenses consist primarily of consulting fees
and test components, as well as salaries and related benefits paid to Company
personnel engaged in the research and design of new products. Salaries paid to
the Company's software programmers and fees paid to outside software development
consulting firms for further development and enhancement after technological
feasibility of a product has been established, and related development expenses,
will be capitalized in the future in accordance with SFAS No. 86.
The Company's combined financial statements include the results of
operations of Tech Virginia, a supplier of software and consulting services to
the United States government and others. In December 1994, the Company received
an option to purchase Tech Virginia for $50,000, and this option was exercised
upon the closing of the Initial Public Offering. The combined financial
statements contain eliminations for all material transactions between the
Company and Tech Virginia.
The following table sets forth items from the Combined Statements of
Income as a percentage of revenues:
<TABLE>
<CAPTION>
Three Months Ended June 30 Six Months Ended June 30
------------------------------- ------------------------------
1995 1996 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of sales 73.9 89.8 81.9 80.3
------------- ------------- ------------ ----------
Gross margin 26.1 10.2 18.1 19.7
------------- ------------- ------------ ----------
Operating expenses:
Sales and marketing 177.0 107.2 207.4 74.9
General and administrative 403.4 128.8 584.9 110.8
Research and development 228.8 134.9 322.7 113.3
------------- ------------- ------------ ----------
Total Operating expenses 809.2 370.9 1,115.0 299.0
------------- ------------- ------------ ----------
Interest Expense (1.7) (14.2) (0.8) (11.5)
------------- ------------- ------------ ----------
Net loss (784.8)% (374.9)% (1,097.7)% (290.8)%
============= ============= ============ ==========
</TABLE>
8
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RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1995 AND 1996
Revenues. Revenues for the three months ended June 30, 1996 were
$294,425, an increase of $249,702, or 558%, compared to $44,723 for the
corresponding period in 1995. This increase in revenues was primarily the result
of repeat shipments of the Mobile Assistant(R) to one customer as well as fees
related to licensing agreements and, to a lesser extent, consulting services.
Increase volume discounts on shipments of the Mobile Assistant(R) resulted in a
reduction of average selling price and a corresponding reduction in overall
gross margin.
Cost of Goods. The cost of goods sold for the three months ended June
30, 1996 were $264,424, an increase of $231,363 or 700%, compared to $33,061 for
the corresponding period in 1995. This increase resulted from costs associated
with the increased sales of the Mobile Assistant(R).
Sales and Marketing. Sales and marketing expenses for the three months
ended June 30, 1996 were $315,557, an increase of $236,416 or 299%, compared to
$79,141 for the corresponding period in 1995. This increase resulted from an
increase in personnel, public relations efforts, consulting services and, to a
lesser extent, trade shows which are all associated with the Company's sales
and marketing activities.
General and Administrative. General and administrative expenses for the
three months ended June 30, 1996 were $397,258, an increase of $216,825, or
120%, compared to $180,433 for the corresponding period in 1995. This increase
is largely due to the amortization of issuance costs related to the Debentures.
Research and Development. Research and development expenses for the
three months ended June 30, 1996 were $397,120, an increase of $294,778, or
288%, compared to $102,342 for the corresponding period in 1995. This increase
is the primarily the result of increased expenses for consultants, parts,
research and development staff, and travel related to development efforts on the
Company's head mounted display and next-generation computer system.
Interest Expense, Net. Net interest expense for the three months ended
June 30, 1996 was $41,683, an increase of $40,906, or 5,265%, compared to
$777 for the corresponding period in 1995. The increase is primarily
attributable to interest costs on the Debentures as well as the interest costs
related to loans for issuance fees for the Debentures.
SIX MONTHS ENDED JUNE 30, 1995 AND 1996
Revenues. Revenues for the six months ended June 30, 1996 were
$616,347, an increase of $544,550, or 758%, compared to $71,797 for the
corresponding period in 1995. This increase in revenues was primarily the result
of repeat shipments of the Mobile Assistant(R) to one customer as well as fees
related to licensing agreements and, to a lesser extent, consulting services.
Cost of Goods. The cost of goods sold for the six months ended
June 30, 1996 were $494,713, an increase of $435,895, or 741%,compared to
$58,818 for the corresponding period in 1995.
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This increase resulted from costs associated with the increased sales of the
Mobile Assistant(R).
Sales and Marketing. Sales and marketing expenses for the six
months ended June 30, 1996 were $461,729, an increase of $312,807, or 210%,
compared to $148,922 for the corresponding period in 1995. This increase
resulted from an increase in personnel, public relations efforts, consulting
services and, to a lesser extent, trade shows which are all associated with the
Company's sales to marketing activities.
General and Administrative. General and administrative expenses for the
six months ended June 30, 1996 were $683,193, an increase of $263,230 or 63%,
compared to $419,963 for the corresponding period in 1995. This increase is
largely due to the amortization of issuance costs related to the Debentures
and an increase in personnel and consulting expenses.
Research and Development. Research and development expenses for the
six months ended June 30, 1996 were $698,383, an increase of $466,721, or 202%,
compared to $231,662 for the corresponding period in 1995. The increase is the
primarily the result of increased expenses for consultants, parts, research and
development staff, and travel related to development efforts on the Company's
head mounted display and next-generation computer system.
Interest Expense, Net. Net interest expense for the six months ended
June 30, 1996 was $70,854, an increase of $70,283, or 12,309%, compared
to $571 for the corresponding period in 1995. The increase is primarily
attributable to interest costs on the Debentures as well as the interest costs
related to loans for issuance fees for the Debentures.
LIQUIDITY AND CAPITAL RESOURCES
From its inception until the completion of the Initial Public Offering,
the Company has financed its operations through the private sale of its
securities, from vendor credits and by short-term loans from management,
stockholders and others. From October 1994 to August 1995 the Company raised
$1,243,476 from the private sale of shares of Common Stock at $6.00 per share.
In November 1995, the Company raised $1,505,000 through the private placement of
the November Debentures and in April 1996, the Company raised $1,000,000 through
the private placement of the April Debentures. The Company received $1,201,718
and $2,143,642 respectively from these financings net of offering
costs. Placement fees in respect of the Debentures of $270,500 were carried by
the Company as interest-bearing loans and were repaid from the proceeds of the
Initial Public Offering. On July 18, 1996, the Company completed its Initial
Public Offering and realized net proceeds of approximately $11,123,600 after
estimated expenses.
For the six months ended June 30, 1996, the Company's operating
activities used cash of $728,778. The net use of cash for the six
month period ended June 30, 1996 was primarily the result of a $1,792,525 net
loss, and an increase in accounts receivable of $272,846 offsett by a
decrease in inventories of $143,428, an increase in accounts payable and
accrued expenses of $660,884, an increase in deferred licensing revenue of
$280,000, and depreciation and amortization of
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$157,090. Cash used for investing activities for the six months ended June 30,
1996 was $6,977 for the acquisition of property and equipment and $23,556
related to the maintenance and defense of patents. The Company's financing
activities in the six months ending June 30, 1996 primarily consisted of
$880,000 net proceeds from the issuance of the April Debentures, a $120,000 loan
of placement fees on the April Debentures, offset by deferred issuance costs
for the Initial Public Offering of $694,766. As a result of the above, cash on
hand as of June 30, 1996, was $68,113.
At June 30, 1996, the Company had no material capital commitments and a
working capital deficit of $1,191,941.
The Company anticipates that its working capital needs and operating
expenses will increase as the Company implements its business plan to expand
production and sales of the Mobile Assistant(R), establishes a full sales and
service function, expands research and development, primarily of its software
development toolkits, and develops the support structure for these activities.
The timing of increases in personnel, development of the software toolkits, the
amount of working capital consumed by operations and competitive pressures on
gross margins will impact the magnitude and timing of the Company's cash
requirements. The initial proceeds from the Initial Public Offering are
currently expected to be sufficient to meet the Company's working capital needs
and operating expenses for 12 to 18 months. To meet working capital needs, the
Company intends to use funds from operations, to obtain a bank working capital
line of credit, and/or complete additional financings. However, there can be no
assurance that the Company can or will obtain sufficient funds from operations
or from a bank working capital line of credit on terms acceptable to the
Company or from successful completion of additional financings on terms
acceptable to the Company.
POSSIBLE NON-CASH FUTURE CHARGE
As a condition of the Initial Public Offering, the representative of
the underwriters ("Representative") required the Company's officers, directors
and certain other stockholders to deposit an aggregate of 1,800,000 shares of
common stock into an escrow account (the "Escrowed Shares"). The Escrowed
Shares will be subject to release to such stockholders in increments over
a three-year period only in the event the Company's gross revenues and
earnings (loss) per share for the 12 month periods ending September 30, 1997,
1998 and 1999 equal or exceed targets which have been established through
negotiations with the Representative ("Performance Targets"). If the
Performance Targets are not met on any of the relevant 12 month periods (and
the price of the common stock has not met or exceeded the price described
below), the Escrowed Shares will be returned to the Company for each period and
canceled. In addition to the foregoing, all then Escrowed Shares will be
released to the stockholders if the closing price of the common stock as
reported on the Nasdaq SmallCap Market equals or exceeds $11.00 for 25
consecutive trading days or 30 out of 35 consecutive trading days during the
period ending September 30, 1999. In the event any Escrowed Shares
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are released, the difference between the initial offering price and
the market value of such shares at the time of release will be deemed to be
additional compensation expense to the Company. Assuming the price of common
stock at the time of such release is equal to or greater than that portion of
the offering price of $5.50 per Unit attributable to the common stock, the
release of the Escrowed Shares could result in an earnings charge which would
have the effect of reducing or eliminating any earnings per share and could have
a negative effect on the market price for the common stock.
PART II - OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
27 Financial Data Schedule
b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarterly period ended
June 30, 1996.
12
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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.
XYBERNAUT CORPORATION
BY
/s/ EDWARD G. NEWMAN
-----------------------------
Edward G. Newman
President and Chief Executive Officer
/s/ JOHN F. MOYNAHAN
-----------------------------
John F. Moynahan
Vice President and Chief Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 68113
<SECURITIES> 0
<RECEIVABLES> 363571
<ALLOWANCES> 0
<INVENTORY> 106522
<CURRENT-ASSETS> 31236
<PP&E> 171287
<DEPRECIATION> 98283
<TOTAL-ASSETS> 1758547
<CURRENT-LIABILITIES> 1761383
<BONDS> 0
0
0
<COMMON> 103888
<OTHER-SE> 2419100
<TOTAL-LIABILITY-AND-EQUITY> 1758547
<SALES> 577713
<TOTAL-REVENUES> 616347
<CGS> 494713
<TOTAL-COSTS> 2338018
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 70854
<INCOME-PRETAX> (1792525)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1792525)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1792525)
<EPS-PRIMARY> (.15)
<EPS-DILUTED> (.15)
</TABLE>
