FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
(X) Quarterly report pursuant to section 13 or 15(d) of the
SECURITIES AND EXCHANGE ACT OF 1934
For the Quarterly period ended March 31, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 for the transition
period from to
Commission File No. 0-25619
HAMILTON-McGREGOR INTERNATIONAL, INC.
- ------------------------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
New York, U.S.A. 11-3280448
(State or other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
1719 Route 10 W, Suite 119, Parsippany, New Jersey 07054
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number (973) 292-2833
Check whether the issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
Securities under a plan confirmed by court.
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date:
4,977,505 shares as of March 31, 1999.
<PAGE>
HAMILTON-McGREGOR INTERNATIONAL, INC.
Form 1O-Q for the quarter ended March 31, 1999
TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT
Part I. Financial Information
Item 1. Financial Statements (unaudited): Page
Balance Sheet as of March 31, 1999 and
June 30, 1998 and 1997 4
Statements of Operations for the nine months ended
March 31, 1999 and the years ended June 30, 1998 and 1997 6
Statements of Cash Flows for the nine months ended
March 31, 1999 and the years ended June 30, 1998 and 1997 8
Notes to the Financial Statements 10
Part II. Other Information
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 17
Item 3. Defaults upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security 17
holders
Item 5. Other Information 17
Item 6. Exhibits and reports on form 8-K 17
SIGNATURES 17
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HAMILTON-McGREGOR INTERNATIONAL, INC.
Balance Sheet
(Unaudited)
HAMILTON-MCGREGOR INTERNATIONAL INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
March 31, June 30,
-------------- ------------- -------------
1999 1998 1997
-------------- ------------- -------------
(unaudited)
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 12,292 $ 21,102 $ 544,567
Contracts receivable, less allowance
for doubtful accounts of $40,000
and $30,000, respectively 737,347 1,186,610 967,419
Other receivables 46,993 - -
Costs and estimated earnings in excess of
billings on uncompleted contracts 35,730 96,582 31,999
Current prepaid incentive compensation - - 20,100
Prepaid expenses and other current assets 774 2,648 13,070
Current deferred tax assets 22,568 22,568 27,633
Deferred financing costs 187,111 65,000 61,007
Other current assets 45,000 55,450 -
-------------- ------------- -------------
Total current assets 1,087,815 1,449,960 1,665,794
-------------- ------------- -------------
Furniture, fixtures, equipment and leasehold
improvements (net of accumulated
depreciation of $150,190, $133,604 and
$181,123, respectively) 57,946 84,089 120,306
Prepaid incentive compensation - - 125,625
Deferred tax assets - - 250,410
Other assets 5,000 3,188 3,284
-------------- ------------- -------------
TOTAL ASSETS $ 1,150,761 $ 1,537,237 $ 2,165,419
============== ============= =============
LIABILITIES & STOCKHOLDERS' (DEFICIENCY)
Current Liabilities:
Short-term borrowings $ - $ - $ 200,000
Current portion of note payable -
acquisition 83,333 72,222 -
Current maturities of long-term debt 8,072 10,632 12,237
Accounts payable and accrued expenses 915,317 671,998 1,095,179
Billings in excess of costs and estimated
earnings on uncompleted contracts 298,898 812,207 491,631
Due to related party - - -
Current deferred tax liabilities 220,544 - 6,030
-------------- ------------- -------------
Total current liabilities 1,517,164 1,567,059 1,805,077
Note payable - acquisition, net of
current portion 58,334 91,667 1,000,000
Note payable - related party 171,000 101,000 -
Long-term debt 59,111 15,611 23,695
Non-current deferred tax liabilities 70,265 - 37,688
COMMITMENTS AND CONTINGENCIES - - -
-------------- ------------- -------------
TOTAL LIABILITIES 1,875,874 1,775,337 2,866,460
-------------- ------------- -------------
Stockholders' (deficiency)
Common stock, $.0001 par value,
15,000,000 shares authorized,
4,977,505 shares issued and outstanding 498 498 498
Retained (deficit) (10,704) (238,598) (701,539)
-------------- ------------- -------------
TOTAL STOCKHOLDERS' (DEFICIENCY) (10,206) (238,100) (701,041)
-------------- ------------- -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' (DEFICIENCY) $ 1,865,668 $ 1,537,237 $ 2,165,419
============== ============= =============
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
For the For the
Nine Months Ended Years Ended
March 31, June 30,
-------------- ------------- -------------
1999 1998 1997
-------------- ------------- -------------
(unaudited)
<S> <C> <C> <C>
Contract revenues $ 5,337,711 $ 5,633,716 $ 7,389,279
Costs of revenues earned 4,309,164 4,388,829 5,860,886
-------------- ------------- -------------
Gross profit 1,028,547 1,244,887 1,528,393
Selling, general and administrative expenses
(includes depreciation and amortization
expense of $16,584, $34,720 and $36,131,
respectively) 998,330 1,348,880 1,540,129
-------------- ------------- -------------
Income (loss) from operations 30,217 (103,993) (11,736)
-------------- ------------- -------------
Other income (expense)
Interest income 4,106 - 321
Interest expense (36,732) 6,139 (107,226)
-------------- ------------- -------------
Income (loss) before provision for
(recovery of) income taxes and
extraordinary item (2,409) (97,854) (118,641)
Provision for (recovery of) income taxes - (72,250) (144,950)
-------------- ------------- -------------
Income (loss) before extraordinary item (2,409) (25,604) 26,309
Extraordinary item:
Gain from extinguishment of debt (net
of income tax recovery of $284,107) - 488,543 -
-------------- ------------- -------------
Net income (loss) $ (2,409) $ 462,939 $ 26,309
============== ============= =============
Weighted average number of shares of
common stock outstanding 5,586,905 4,977,505 4,977,505
============== ============= =============
Basic income (loss) per share $ Nil $ 0.09 $ Nil
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
1999 1998 1997
-------------- ------------- -------------
(unaudited)
<S> <C> <C> <C>
Net income (loss) $ (2,409) $ 462,939 $ 26,309
Adjustments to reconcile excess of revenue
over expenses to net cash provided by
(used in) operating activities:
Depreciation and amortization 26,042 34,720 36,131
Provision for doubtful accounts 20,000 20,000 -
Deferred income taxes - (72,250) (144,950)
(Income) loss on investment in
limited partnership (1,709) 96 182
Changes in operating assets and
liabilities:
Contracts receivable 429,263 (239,191) (326,946)
Other receivable (46,993) - -
Costs and estimated earnings in excess
of billings on uncompleted contracts 60,852 (64,583) (11,536)
Prepaid expenses and other current
assets 12,324 100,697 29,928
Deferred financing costs (122,111) (3,993) (61,007)
Accounts payable and accrued expenses 144,666 (423,182) 473,381
Billings in excess of costs and
estimated earnings on uncompleted
contracts (597,021) 320,576 186,416
Gain from extinguishment of debt - (463,543) -
-------------- ------------- -------------
Net cash provided by (used in)
operating activities (77,096) (327,714) 207,909
-------------- ------------- -------------
Acquisition of furniture, fixtures and equipment - - (42,536)
Business acquisition - - -
Security deposits - - -
-------------- ------------- -------------
Net cash provided by (used in)
investing activities - - (42,536)
-------------- ------------- -------------
Loan from affiliate - - -
Repayment of note payable - acquisition (44,444) (62,064) -
Proceeds from note payable - related party 74,309 200,000 -
Proceeds from long-term debt 50,000 - -
Repayment of long-term debt (11,577) (133,689) 14,481
Proceeds from line of credit - - 200,000
Repayment of line of credit - (200,000) -
Issuance of common stock, net - - -
-------------- ------------- -------------
Net cash provided by financing
activities 68,288 (195,753) 214,481
-------------- ------------- -------------
Net increase (decrease) in cash and cash
equivalents (8,808) (523,467) 379,854
Cash and cash equivalents at beginning of year 21,100 544,567 164,713
-------------- ------------- -------------
Cash and cash equivalents at end of year $ 12,292 $ 21,100 $ 544,567
============== ============= =============
See Independent Auditors' Report and Notes to Consolidated
Financial Statements.
</TABLE>
<PAGE>
HAMILTON MCGREGOR INTERNATIONAL INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1999 and June 30, 1998 and 1997
1 - Business
The Company's business is the construction of state-of-the-art imaging centers
and other medical facilities. The Company offers a full range of services,
including turnkey design and construction services, site analysis,
architectural engineering, and on-site project management.
2 - Summary of Significant Accounting Policies
Principles of consolidation
The consolidated financial statements include the accounts of Hamilton-McGregor
International Inc. ("Hamilton") and its wholly-owned subsidiary, Prime
Contracting Corporation ("Prime"), collectively the "Company". Hamilton was
incorporated in the State of New York on August 17, 1995. Prime was
incorporated in the State of New Jersey on June 16, 1978. Hamilton acquired
all of the outstanding capital stock (forty-five and one-half [45.5] shares no
par value common stock) of Prime in December 1995. The Company accounted for
the acquisition of Prime in a manner similar to a pooling of interests due to
the stockholders' common control of both Hamilton and a related entity.
Cash equivalents
The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
Contract receivables
Amounts recorded as contract receivables represent amounts receivable form
completed construction contracts, whether billed or unbilled.
Furniture, fixtures, equipment and leasehold improvements
Property and equipment are stated at cost and are depreciated by an accelerated
method over the estimated useful lives. Leasehold improvements are amortized
over the life of the lease or the economic useful lives of the improvements,
whichever is shorter. Betterments and large renewals which extend the life of
the asset are capitalized whereas maintenance and repairs and small renewals
are expensed as incurred.
Deferred offering costs
All deferred offering cost incurred by the Company in conjunction with the
proposed initial public offering (IPO) will be charged to additional paid-in
capital upon the completion of the offering, if successful, or charged to
operations if abandoned.
Basis of Accounting
The Company's financial statements have been prepared on the accrual basis of
accounting and, accordingly, reflect all significant receivables, payables and
other liabilities.
2 - Summary of Significant Accounting Policies (Continued)
Revenue and cost recognition
Revenues are recognized on the percentage-of-completion method and are measured
by costs incurred to date as compared to estimated total costs for each
contract. Costs and amounts earned on specific jobs in excess of billings are
treated as a current asset. Billings in excess of costs and estimated earnings
are treated as a current liability.
Cost and profit estimates are reviewed periodically as work progresses and
adjustments, if needed, are reflected in the period in which the estimates are
revised. Provisions for estimated losses, if any, on uncompleted contracts are
made in the period in which such losses become known and are estimable.
Change-orders which may result in revisions to costs and income are recognized
in the period in which the revisions are approved. Expenses from contract
claim settlements are recognized in the period awarded.
Contracts costs included all direct material and labor costs, as well as
subcontractor costs, and those indirect costs related to contract performance,
such as indirect labor and supplies and overhead costs. Selling, general and
administrative costs are charged to expense as incurred.
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
Income taxes
The Company adopted Financial Accounting Standards Board (FASB) Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes",
for financial statement reporting purposes, which requires the asset and
liability method of accounting for income taxes. The asset and liability
approach requires the recognition of deferred tax assets and liabilities for
the expected future tax consequences of temporary differences between the
carrying amounts and the tax bases of assets and liabilities and the effect of
future tax planning strategies to reduce any deferred tax liability.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, contracts receivables,
accounts payable and short-term debt approximate fair value due to the short
maturity of the instruments and the provision for what management believes to
be adequate reserves for potential losses. It was not practicable to estimate
the fair value of long-term debt because quoted market prices do not exist and
an estimate could not be made through other means without incurring excessive
costs.
Earnings (loss) per share
Earnings (loss) per share have been computed by dividing the net income (loss)
by the weighted average number of common stock shares outstanding.
3 - Private Placement Offering
In August 1995, the Board of Directors of the Company passed a resolution
authorizing the management of the Company to initiate steps for a private
placement of the Company's securities in order to raise capital. Management was
granted authority to prepare a Private Placement Memorandum pursuant to
Regulation Rules governing the Limited Offer and Sale of Securities Without
Registration Under the securities Act of 1933 (as amended) and to register the
securities in any state jurisdiction that management felt was required and
appropriate. The private offering called for the Company to offer for sale up
to 500,000 shares of the Company's common stock (the "shares") at $6.00 per
share. The offering closed on March 29, 1996 with the sale of 80,834 shares of
the Company's $0.0001 par value common stock at the offering price of $6.00 per
share that raised an aggregate of $341,811, net of expenses of $143,189, for
the Company.
4 - Contracts Receivable
Contracts receivable from long-term construction contracts and programs
are as follows:
March 31, June 30,
-------------- -------------- -------------
1999 1998 1997
-------------- -------------- -------------
Billed $ 712,777 $1,099,444 $ 910,230
Unbilled 24,570 87,166 57,189
---------- ---------- ----------
Total 737,347 1,186,610 967,419
Unbilled receivables represent amounts for which billings have not yet been
presented to customers at the balance sheet date. These amounts are billed and
generally collected within one year. Amounts due upon completion of contracts
are retained by customers until work is completed and customer acceptance is
obtained. Retainage amounts at March 31, 1999, June 30, 1998 and 1997 are not
significant.
5 - Furniture, Fixtures, Equipment and Leasehold Improvements
Furniture, fixture, equipment and leasehold improvements consist of the
following:
Estimated March 31, June 30,
Useful Life- -------------- -------------- -------------
Years 1999 1998 1997
-------------- -------------- -------------- -------------
Office Equipment 5 $ 24,479 $ 24,479 $ 54,877
Machinery and Equipment 5 - - 9,484
Vehicles 5 142,257 142,257 186,210
Leasehold Improvements 20 50,858 50,858 50,858
---------- ---------- ----------
Total furniture, fixtures,
equipment and leasehold
improvements 217,594 217,594 301,429
Less: Accumulated depreciation (159,648) (133,505) (181,123)
---------- ---------- ----------
$ 57,946 $ 84,089 $ 120,306
6 - Investment in Limited Partnership
The Company has an investment in Stamford Towers, Limited Partnership as
follows:
March 31, June 30,
-------------- -------------- -------------
1999 1998 1997
-------------- -------------- -------------
Limited partnership interest $ 5,000 $ 5,000 $ 5,000
Aggregate cost 5,000 5,000 5,000
Aggregate market value 5,000 3,188 3,284
Cash balance - - -
---------- ---------- ----------
5,000 3,188 3,284
7 - Short-Term Borrowings
At June 30, 1997, there was $200,000 outstanding on a revolving line of credit
with Summit Bank, bearing interest due monthly at the prime rate plus 1%, which
matured on December 31, 1997. The line of credit, which was used for
short-term working capital, was secured by real property owned by an
officer/stockholder and all business assets of the Company, excluding accounts
receivable. On January 26, 1998, the loan was refinanced with a long term note
payable to NGF Investment Corp., a related party. The note bears interest due
monthly at 14.5%, and matures on September 15, 2001
8 - Long-Term Debt
Long-term debt consists of the following:
March 31, June 30,
-------------- -------------- -------------
1999 1998 1997
-------------- -------------- -------------
Notes payable $ 64,666 $ 26,243 $ 35,932
Less: Amounts due in one year 8,529 10,632 12,237
---------- ---------- ----------
Total long term debt $ 56,137 $ 15,611 $ 23,695
The future principal payments for long-term debt at March 31, 1999 are as
follows:
Year Ending
June 30,
-----------
1999 $ 2,059
2000 56,494
2001 6.882
------
$ 65,435
9 - Income Taxes
The Company recognizes deferred tax liabilities and assets for the expected
future tax consequences of events that have been recognized in the Company's
financial statements or tax returns. Under this method, deferred tax
liabilities and assets are determined based on the differences between the
financial statement carrying amounts and tax basis of assets and liabilities
using enacted rated in effect in the years in which the differences are
expected to reverse.
The Company has recorded total income tax expenses (credits) of ($99,156) and
($101,689), for the years ended June 30, 1998 and 1997, respectively. The
Company has a net operating loss (NOL) carryforward for federal income tax
purposes of $525,260 at June 30,1997 available to offset income taxes in future
years through 2012.
Components of income (loss) before income taxes (recovery), and net income
(loss) are as follows:
June 30,
-------------- -------------
1998 1997
-------------- -------------
Income (loss) before (recovery of) $ (86,658) $ (118,641)
income taxes
Provision for (recovery of) income taxes (72,250) (144,950)
---------- ----------
Net income (loss)
before extraordinary item $ (14,408) $ 26,309
Extraordinary item
Gain from extinguishment of debt (net of
income tax recovery of $284,107) $ 463,543 $ -
---------- ----------
Net income (loss) $ 449,135 $ 26,309
The following is a reconciliation of the U.S. federal statutory tax rate and
the apparent tax rate:
-------------- -------------
1998 1997
-------------- -------------
U.S. Federal tax 34.0% 34.0%
Expense (benefit) from graduated rates (2.0%) (2.0%)
State taxes, net of federal tax benefit 6.0% 6.0%
Valuation allowance 0.0% 0.0%
-------------- -------------
Effective tax rate 38.0% 38.0%
10 - Related Party Transactions
Operating lease
The Company is obligated under a five year operating lease for a facility
located at 681 Chestnut Street, Union, New Jersey 07083. The lease expires
October 31, 1999 and calls for a fixed annual rental of $18,000, payment of all
real estate taxes and utilities and contains a renewal provision for an
additional five-year term. Rent expense for the years ended June 30, 1998 and
1997 was $23,404 and $18,590 respectively.
Acquisition
In December 1995, Hamilton-McGregor International Inc. acquired one hundred
percent (100%) of the outstanding shares (forty-five and one-half [45.5] shares
of no par value common stock) of Prime Contracting Corporation ("Prime"), a New
Jersey Corporation, from a related entity. Prime is a full service contractor
that provides turnkey design and construction services. The terms of the
agreement, as modified in March 1996, called for a payment of two hundred
thousand ($200,000) and a one million dollar ($1,000,000) note bearing interest
at prime plus one percent (1%) and require a principal payment of six hundred
thousand dollars ($600,000) on October 27, 1997 and four hundred thousand
dollars ($400,000) on April 27, 1998. The extinguishment of Prime's accounts
payable to its former parent aggregating approximately $358,000, in conjunction
with the modification agreement, has been treated as a contribution to
additional paid-in capital. The Company accounted for the business combination
in a manner similar to a pooling of interests due to the stockholder's common
control of both Hamilton and the related party.
On March 3, 1998 the Company restructured the promissory note payable for the
sale of Prime Contracting Corp. as follows: $ 200,000 in cash payable over 36
months, plus interest calculated at prime plus 1% and a 36 month option to
purchase 250,000 shares of the related party stock at $ 0.05. The Company
recorded a gain from note receivable restructuring in the amount of $488,543,
net of income tax recovery of $284,107..
11 - Commitments and Contingencies
Employment contract
In November 1994, Prime entered into an employment agreement with its president
to receive gross revenue bonuses at the end of any of the first five bonus
years beginning October 1994. The gross revenue bonus advanced in accordance
with the agreement is amortized over the ten year contract term. In addition,
a special bonus was paid to the same party, and was amortized over a 12 month
period beginning January 1, 1995.
In December 1997, the employment contract was terminated, resulting in a charge
to operations in the amount of $145,725 for the balance of prepaid
compensation.
12 - Litigation
In June, 1998, "Hamilton" was named as defendant in an arbitration filed by
Stephen Findlay under the Employment Arbitration Rules of the American
Arbitration Association. The claim alleges termination of Mr. Findlay without
cause and breach of an employment contract. The plaintiff seeks compensatory
and punitive damages, costs and legal fees. This matter is in the pleading
stage. It is too early at this time to estimate the eventual outcome of this
case.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In June, 1998, "Hamilton" was named as defendant in an arbitration filed by
Stephen Findlay under the Employment Arbitration Rules of the American
Arbitration Association. The claim alleges termination of Mr. Findlay without
cause and breach of an employment contract. The plaintiff seeks compensatory
and punitive damages, costs and legal fees. This matter is in the pleading
stage. It is too early at this time to estimate the eventual outcome of this
case.
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
Exhibits
None.
A copy of any of the exhibits listed or referred to above will be furnished at
a reasonable cost to any person who was a shareholder of the Company on March
31, 1999 upon receipt from any such person of written request for any such
exhibit. Such request should be sent to the Company with the attention
directed to the Corporate Secretary.
Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HAMILTON-MCGREGOR INTERNATIONAL, INC.
Date: May 19, 1999 By: /s/ Aron Scharf
Aron Scharf, President
Chairman, Treasurer
Date: May 19, 1999 By: /s/ Wayne Miller
Wayne Miller, Secretary
Director
Date: May 19, 1999 By: /s/ Otto Van Eilbergh
Otto Van Eilbergh
Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> MAR-31-1999
<CASH> 12292
<SECURITIES> 0
<RECEIVABLES> 784340
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1087815
<PP&E> 217594
<DEPRECIATION> 159648
<TOTAL-ASSETS> 1150761
<CURRENT-LIABILITIES> 1107046
<BONDS> 0
0
0
<COMMON> 498
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1150761
<SALES> 5337711
<TOTAL-REVENUES> 5337711
<CGS> 4309164
<TOTAL-COSTS> 4309164
<OTHER-EXPENSES> 998330
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (36732)
<INCOME-PRETAX> (2409)
<INCOME-TAX> (2409)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2409)
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
