<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 fiscal quarter ended: June 30, 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: 0-21037
SOLOPOINT, INC.
(Exact name of registrant as specified in its charter)
California 77-0337580
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
130B Knowles Drive
Los Gatos, CA 95030
(address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (408) 364-8850
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
--- ---
Indicate the number of shares outstanding of each of the issuer's class of
common ("Common Stock"), as of the latest practicable date.
CLASS OUTSTANDING AT JUNE 30, 1997
Common Stock - no par value 3,499,780
<PAGE>
SOLOPOINT, INC.
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements (unaudited)
Condensed Statements of Operations 3
three and six months ended June 30, 1997 and 1996
and the period March 26, 1993 (inception) through
June 30, 1997
Condensed Balance Sheet 4
June 30, 1997
Condensed Statements of Cash Flows 5
three and six months ended June 30, 1997 and 1996
and the period March 26, 1993 (inception) through
June 30, 1997
Notes to Condensed Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders 11
Item 6 Exhibits and Reports on Form 8-K 12
Signature 13
2
<PAGE>
PART I. FINANCIAL INFORMATION
- --------------------------------
ITEM 1. FINANCIAL STATEMENTS
SOLOPOINT, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
PERIOD FROM
MARCH 26, 1993
(INCEPTION)
THREE MONTHS ENDED SIX MONTHS ENDED THROUGH
JUNE 30 JUNE 30 JUNE 30,
1997 1996 1997 1996 1997
------------------------ -------------------------- ----------------
<S> <C> <C> <C> <C> <C>
Net revenues $ 284,293 $ 34,141 $ 362,847 $ 34,141 $ 742,960
Cost of sales 205,952 39,847 260,434 39,847 549,484
----------- --------- ----------- ----------- -----------
Gross margin 78,341 (5,706) 102,413 (5,706) 193,476
Costs and expenses:
Research and development 367,359 277,124 761,716 771,246 4,115,433
Sales and marketing 531,900 184,382 1,073,003 370,784 2,694,983
General and administrative 312,732 265,318 576,280 591,057 3,118,670
----------- --------- ----------- ----------- -----------
1,211,991 726,824 2,410,999 1,733,087 9,929,086
----------- --------- ----------- ----------- -----------
Loss from operations (1,133,650) (732,530) (2,308,586) (1,738,793) (9,735,610)
Interest income (expense), net 15,803 (9,056) 48,928 (5,775) 117,801
----------- --------- ----------- ----------- -----------
Net loss $(1,117,847) $(741,586) $(2,259,658) $(1,744,568) $(9,617,809)
=========== ========= =========== =========== ===========
Net loss per share $ (.32) $ (.38) $ (.65) $ (.88)
=========== ========= =========== ===========
Shares used in computing
net loss per share 3,499,780 1,957,087 3,499,780 1,972,933
=========== ========= =========== ===========
</TABLE>
See accompanying notes.
3
<PAGE>
SOLOPOINT, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
ASSETS
(Unaudited)
JUNE 30, 1997
-------------
Current assets:
Cash $ 1,678,377
Accounts receivable, net 274,300
Inventories 990,949
Other current assets 103,225
-----------
Total current assets 3,046,851
Furniture and equipment, at cost:
Computers and software 266,715
Furniture and fixtures 192,933
Accumulated depreciation and amortization (263,540)
-----------
196,108
Other non-current assets 37,997
-----------
Total assets $ 3,280,956
===========
Current liabilities:
Accounts payable $ 306,487
Accrued compensation 100,287
Other accrued liabilities 40,379
Notes payable, current portion 31,875
-----------
Total current liabilities 479,028
Notes payable, non-current portion 126,714
Shareholders' equity:
Common stock 12,411,641
Deficit accumulated during the
development stage (9,650,927)
Notes receivable from shareholders (85,500)
-----------
Total shareholders' equity 2,675,214
-----------
Total liabilities and shareholders' equity $ 3,280,956
===========
See accompanying notes.
4
<PAGE>
SOLOPOINT, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
PERIOD FROM
MARCH 26, 1993
(INCEPTION)
SIX MONTHS ENDED THROUGH
MARCH 31 JUNE 30,
1997 1996 1997
-------------------------- --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $(2,259,658) $(1,744,568) $ (9,617,809)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock and preferred stock issued for services - 17,817 78,700
Preferred stock issued for interest payable - 33,767 49,832
Depreciation and amortization 58,375 47,181 263,649
Changes in operating assets and liabilities (160,406) (140,652) (921,321)
----------- ----------- ------------
Net cash used in operating activities (2,361,689) (1,786,455) (10,146,949)
INVESTING ACTIVITIES
Acquisitions of furniture and equipment (79,225) (38,917) (445,250)
Loan to shareholder - - (35,000)
Payment received from shareholder - 1,500 1,500
Deposits and other assets - - (38,107)
----------- ----------- ------------
Net cash used in investing activities (79,225) (37,417) (516,857)
FINANCING ACTIVITIES
Proceeds from convertible notes payable to shareholders - - 1,120,000
Proceeds from convertible notes payable - 1,250,000 1,813,000
Proceeds from notes payable - 92,408 191,496
Principal payments on capital lease obligations (21,170) (2,023) (47,304)
Proceeds from notes receivable from shareholders 72,000 - 72,000
Proceeds from sale of preferred stock, net of issuance costs - 1,178,657 3,951,622
Issuance of common stock, net of repurchases and issuance costs 1,636 8,847 5,241,367
----------- ----------- ------------
Net cash provided by financing activities 52,466 2,527,889 12,342,183
----------- ----------- ------------
Net increase (decrease) in cash (2,388,448) 704,017 1,678,377
Cash at beginning of period 4,066,825 331,017 -
----------- ----------- ------------
Cash at end of period $ 1,678,377 $ 1,035,034 $ 1,678,377
=========== =========== ============
</TABLE>
See accompanying notes.
5
<PAGE>
SOLOPOINT INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. General The condensed financial statements for the six month periods ended
-------
June 30, 1997 and 1996 are unaudited but reflect all adjustments (consisting
only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the interim periods. The condensed financial
statements should be read in conjunction with the financial statements and
notes thereto, together with management's discussion and analysis of
financial condition and results of operations, contained in the Company's
Form 10-KSB for the year ended December 31, 1996. The results of operations
for the six month period ended June 30, 1997 are not necessarily indicative
of the results to be expected for the entire fiscal year.
2. Per Share Data Net loss per share is computed using the weighted average
--------------
number of shares of common stock outstanding. Common equivalent shares from
redeemable convertible preferred stock (using the if-converted method) and
from stock options and warrants (using the treasury stock method or the
modified treasury stock method where applicable) are not included in the
computation as they are antidilutive. In accordance with Securities and
Exchange Commission Staff Accounting Bulletins, for periods prior to August
6, 1996, the effective date of the Company's initial public offering, common
and common equivalent shares issued by the Company at prices below the public
offering price during the period beginning one year prior to the initial
filing of the registration statement for the Company's initial public
offering have been included in the calculation as if they were outstanding
for all periods prior to the offering (using the treasury stock method and
the initial public offering price).
3. Recently Issued Pronouncements In February 1997, the Financial Accounting
------------------------------
Standards Board issued statement No. 128, Earnings per Share ("FAS 128"),
------------------
which is required to be adopted on December 31, 1997. At that time, the
Company will be required to change the method currently used to compute
earnings per share and, if appropriate, restate all prior periods. Under the
new requirements for calculating primary earnings per share, the dilutive
effect of stock options will be excluded. Because the Company has incurred
losses since inception, and expects to incur losses for the remainder of
1997, the implementation of FAS 128 is not expected to have a material impact
on the Company's loss per share.
6
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following section contains forward-looking statements that involve risks and
uncertainties, including those referring to the period of time the Company's
existing capital resources will meet the Company's future capital needs, the
Company's future operating results, the market acceptance of the products of the
Company, the Company's efforts to establish and maintain distribution partners,
the development of new products, and the Company's planned investment in the
marketing and distribution of its current products and research and development
with regard to future products. The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including: dependence on market acceptance of
multifunction personal communications management products; lack of significant
sales and distribution channels; the Company's ability to timely develop new
products; business conditions and growth in the personal communications
management industry and general economy; competitive factors, such as rival
providers of personal communications management products and services and price
pressures; compatibility with a wide variety of switching configurations;
reliance on sole source contract manufacturers and component suppliers;
dependence on a limited number of key personnel; rapid technological changes; as
well as other factors set forth elsewhere in this Form 10-QSB.
7
<PAGE>
RESULTS OF OPERATIONS
Net Revenues
Net revenues for the three month period ended June 30, 1997, were
$284,293 as compared to net revenue for the three month period ended June 30,
1996 of $34,141. Net revenues for the six-month period ended June 30, 1997
were $362,847 compared to $34,141 for the six month period ended June 30,
1996. The increase in net revenues for both the three and six month periods
was primarily due to revenues generated from sales of the Company's
SmartCenter, SmartMonitor and SmartScreen products which were in distribution
during the first six months of 1997 as compared to only the Company's
SmartCenter product being sold during the same periods of 1996.
Gross Margin
Cost of sales for the three month period ended June 30, 1997 was $205,952 as
compared to cost of sales for the three month period ended June 30, 1996 of
$39,847. Cost of sales for the six month period ended June 30, 1997 was
$260,434 compared to $39,847 for the six month period ended June 30, 1996. The
low gross margin for the three and six month periods ended June 30, 1996 was
primarily due to discounted or free units offered to customers and prospective
customers in order to open new distribution channels as well as costs
associated with the initiation of manufacturing and low production volume.
Gross margin for the three and six month periods ended June 30, 1997 was 28%
compared to (17%) for the three and six month periods ended June 30, 1996.
Although the gross margin for the three and six month periods ended June 30,
1997 was positively impacted by product mix due to the higher margins on the
Company's SmartScreen and SmartMonitor products, overall gross margin remained
low due to costs associated with the commencement of manufacturing of these
products and low production volume.
Operating Expenses
Research and Development. Research and development expenses were $367,359
for the three month period ended June 30, 1997 as compared to $277,124 for the
three month period ended June 30, 1996. This increase of 33% resulted
principally from higher average headcount and personnel related expenses for
the three months ended June 30, 1997 relative to the prior year and increased
engineering expenses incurred for prototypes and tooling for products under
development. Research and development expenses for the six month period ended
June 30, 1997 were $761,716 as compared to $771,246 for the six month period
ended June 30, 1996. The Company anticipates that research and development
expenses may increase slightly in the foreseeable future should the Company
expand its existing product line.
Sales and Marketing. Sales and marketing expenses were $531,900 for the
three month period ended June 30, 1997 as compared to $184,382 for the three
month period ended June 30, 1996, an increase of 188%. Sales and marketing
expenses increased 189% during the six month period ended June 30, 1997 to
$1,073,003 as compared to expenses of $370,784 for the six month period ended
June 30, 1996. The increase for both the three and six month periods ended
June 30, 1997 compared to the same periods of 1996 were primarily due to an
increase in personnel and related costs and advertising and marketing efforts
to support the Company's expanded product line. The Company anticipates that
sales and marketing expenses will continue to grow in future periods should
the Company increase marketing activities and efforts to expand distribution
of its products.
8
<PAGE>
General and Administrative. General and administrative expenses were
$312,732 for the three month period ended June 30, 1997, as compared to
$265,318 for the three month period ended June 30, 1996. This increase of 18%
was primarily due to increased headcount and the higher professional services
costs associated with being a public company. General and administrative
expenses decreased 3% during the six month period ended June 30, 1997 to
$576,280 from $591,057 in the first six months of 1996. The decrease was
primarily due to lower headcount and related personnel expenses. The Company
anticipates that general and administrative expenses may grow modestly in
future periods in the event it is necessary to accommodate expanded operations
and to support a growing customer base.
Other Income (Expense)
Other income is comprised primarily of interest income on cash balances,
which had been nominal until the completion of the Company's initial public
offering in August 1996. The net proceeds from the initial public offering
earned interest through investment in money market funds. For the three month
period ended June 30, 1997 the Company recognized interest income of $23,299
offset by interest expense of $7,496 as compared to interest income of $2,527
offset by interest expense of $11,583 for the same period of 1996. For the six
month period ended June 30, 1997 the Company recognized interest income of
$63,279 offset by interest expense of $14,351 as compared with interest income
of $5,883 offset by interest expense of $11,658 for the same period of the
prior year.
Provision for Income Taxes
There was no provision for federal or state income taxes for the year ended
December 31, 1996 as the Company incurred net operating losses. As a result, the
net operating loss carryforwards increased. At December 31, 1996, the Company
had federal and state net operating loss carryforwards of approximately
$3,800,000 and $3,700,000, respectively. The Company also had federal and state
research and development tax credit carryforwards of approximately $80,000 and
$50,000, respectively. The net operating loss carryforwards will expire at
various dates beginning in 1998 through 2011, if not utilized. Utilization of
the net operating losses and credits is subject to a substantial annual
limitation due to the ownership change limitations provided by the Internal
Revenue Code of 1986 and similar state provisions. The annual limitation may
result in the expiration of net operating losses and credits before utilization.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1997, the Company had cash of $1,678,377 and working
capital of $2,567,823. The Company used cash of $2,361,689 in its operating
activities for the six month period ended June 30, 1997. During the six month
period ended June 30, 1997, the Company's principal uses of cash were to fund
the Company's working capital requirements and an increase in inventory
levels. The Company filed a Form SB-2 on August 8, 1997 to sell an additional
2,500,000 shares of Common Stock. In the absence of receiving the proceeds of
this Offering, the Company anticipates that its existing capital resources and
cash generated from operations, if any,
9
<PAGE>
will be sufficient to meet the Company's cash requirement through the end of
1997 at its anticipated level of operations.
The Company expects to incur additional substantial losses at least through
the end of calendar year 1998, and possibly longer. The Company's future capital
requirements will depend upon numerous factors, including the amount of revenues
generated from operations, the cost of the Company's sales and marketing
activities and the extent of the Company's research and development activities,
none of which can be predicted with certainty. The Company anticipates that the
proceeds of the Company's proposed public offering of an additional 2,500,000
shares of Common Stock in the third quarter of 1997, together with existing
capital resources and cash generated from operations, if any, will be
sufficient to meet the Company's cash requirements through the end of 1998.
There can be no assurance that the Company will successfully complete such
proposed public offering of additional shares. Even if such offering is
successfully completed, the Company may seek additional funding during the
next 12 months and will likely be required to seek additional funding after
such time. There can be no assurance that any additional financing will be
available on acceptable terms, or at all, when required by the Company.
Moreover, if additional financing is not available, the Company could be
required to reduce or suspend its operations, seek an acquisition partner or
sell securities on terms that may be highly dilutive or otherwise
disadvantageous to investors purchasing the shares of Common Stock offered
hereby. The Company has experienced in the past, and may continue to
experience, operational difficulties and delays in its product development and
marketing activities due to working capital constraints. Any such difficulties
or delays could have a material adverse effect on the Company's business,
financial condition and results of operations. In February 1997, the Company
entered into a $1,500,000 line of credit with Silicon Valley Bank, which is
based upon accounts receivable. Subject to meeting certain covenants, the
Company is entitled to borrow up to 80% of the value of eligible accounts
receivable at an interest rate equal to the prime rate plus 1%. This line of
credit expires in February 1998. No amounts have been drawn on the line as of
June 30, 1997. As of June 30, 1997, the Company did not have any significant
commitments for capital or other expenditures.
FUTURE OPERATING RESULTS
Since its inception in 1993, the Company has incurred significant losses,
has had substantial negative cash flow, and has realized limited revenues. At
June 30, 1997, the Company had an accumulated deficit of $9,650,927, and had
incurred operating losses of $2,308,586 in the six month period ended June 30,
1997 and $1,738,793 in the six month period ended June 30, 1996. The Company
expects to continue to incur substantial operating losses at least through its
fiscal year ending December 31, 1998.
The Company has experienced and expects to continue to experience
fluctuations in operating results. Fluctuations in operating results may result
in volatility in the price of the Company's common stock. Operating results may
fluctuate as a result of many factors, including the volume and timing of orders
received or product returns, if any, during the period, the timing of commercial
introduction of future products and enhancements, competitive products and the
impact of price competition on the Company's average selling prices, product
announcements by the Company and its competition and the Company's level of
research and development and sales and marketing activities. Many of these
factors are beyond the Company's control, particularly those related to sales
and product returns.
The Company's operating and other expenses are relatively fixed in the
short term. As a result, variations in timing of revenues, if any, will cause
significant variations in quarterly results of operations. Notwithstanding the
difficulty in forecasting future sales, the Company generally must undertake its
sales and marketing and research and development activities and other
commitments months or years in advance. Accordingly, any shortfall in product
revenues, if any, in a given quarter may materially adversely affect the
Company's business, financial condition and results of operations due to the
inability to adjust expenses during the quarter to match the level of product
revenues, if any, for the quarter. In addition, the Company's sales expectations
are based entirely on its internal estimates of future demand. Due to these and
other factors, the Company believes that quarter to quarter comparisons of its
results of operations are not necessarily meaningful, and should not be relied
upon as indications of future performance.
10
<PAGE>
PART II. OTHER INFORMATION
- ---------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
An annual meeting of shareholders was held on May 21, 1997 to vote on the
following matters:
1. To elect Charlie Bass, Edward M. Esber, Jr., Patrick Grady, Giuliano
Raviola and Charles Ross as directors to serve for the following
year and until their successors are elected.
2. To approve amendments to the corporation's Incentive Stock Plan to
increase the number of shares of Common Stock reserved for issuance
thereunder and make certain other changes.
3. To ratify the appointment of Ernst & Young LLP as independent public
accountants of the corporation for the year ending December 31, 1997.
Results of the Shareholder Vote:
1. Election of Directors:
The election of directors was approved as follows:
----------------------------------------------
In Favor Against Withheld
--------- ------- --------
----------------------------------------------
Charlie Bass 2,553,059 33,300 0
----------------------------------------------
Edward M. Esber, Jr. 2,553,059 33,300 0
----------------------------------------------
Patrick Grady 2,553,059 33,300 0
----------------------------------------------
Giuliano Raviola 2,553,059 33,300 0
----------------------------------------------
Charles Ross 2,553,059 33,300 0
----------------------------------------------
----------------------------------------------
In Favor Against Withheld
--------- ------- --------
----------------------------------------------
2. Approval of Amendment of 1,526,197 128,734 1,830
1993 Incentive Stock Plan:
----------------------------------------------
----------------------------------------------
In Favor Against Withheld
----------------------------------------------
3. Approval of Ratification of 2,556,329 4,100 25,930
Ernst & Young LLP as
independent public
accountants of the
corporation for the year
ending December 31, 1997:
----------------------------------------------
11
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) EXHIBITS
11.1 - Weighted Average Shares Computation
27 - Financial Data Schedule
b) Reports on Form 8-K
No reports on Form 8-K were filed in the quarter ending June 30, 1997.
12
<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.
Date: August 13, 1997
SOLOPOINT, INC.
By: /s/Ronald J. Tchorzewski
----------------------------
Ronald J. Tchorzewski
Chief Financial Officer and Vice
President of Finance
(Duly Authorized Officer and
Principal Financial Officer)
13
<PAGE>
EXHIBIT 11.1
SOLOPOINT, INC.
WEIGHTED AVERAGE SHARES COMPUTATION
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- ----------------------
1997 1996 1997 1996
--------- --------- --------- ----------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Weighted average common shares outstanding......................... 3,499,780 906,873 3,499,780 922,748
Common equivalent shares from stock options, warrants, and Series
A-6 and A-7 preferred stock granted or issued during the twelve
month period (1).................................................. - 1,050,185 - 1,050,185
--------- --------- --------- ----------
3,499,780 1,957,087 3,499,780 1,972,933
--------- --------- --------- ----------
(1) Calculated as follows:
Series A-6 and A-7 convertible preferred stock issued
during the period September 15, 1995 through
September 14, 1996........................................... 642,853
Issuance of common stock during the period September 15, 1995
through September 14, 1996................................... 362,062
Options granted during the period September 15, 1995 through
September 14, 1996........................................... 50,300
---------
1,055,215
Shares assumed repurchased under the treasury stock method......... (5,030)
---------
1,050,185
---------
</TABLE>
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB
FOR THE FISCAL QUARTER ENDED JUNE 30, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,678,377
<SECURITIES> 0
<RECEIVABLES> 371,667
<ALLOWANCES> 97,367
<INVENTORY> 990,949
<CURRENT-ASSETS> 3,046,851
<PP&E> 459,648
<DEPRECIATION> 263,540
<TOTAL-ASSETS> 3,280,956
<CURRENT-LIABILITIES> 479,028
<BONDS> 0
0
0
<COMMON> 12,326,141
<OTHER-SE> (9,650,927)
<TOTAL-LIABILITY-AND-EQUITY> 3,280,956
<SALES> 362,847
<TOTAL-REVENUES> 362,847
<CGS> 260,434
<TOTAL-COSTS> 2,410,999
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,351
<INCOME-PRETAX> (2,259,658)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,259,658)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,259,658)
<EPS-PRIMARY> (.65)
<EPS-DILUTED> 0
</TABLE>
