<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. For the quarterly period ended
September 30, 2000.
( ) 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: 000-30045
CATUITY INC.
(Exact Name of Registrant as specified in its charter)
Delaware 38-3518829
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2711 E. Jefferson Avenue
Detroit, MI 48207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(313) 567-4348
Indicate by check mark whether the registrant (1) has filed all reports
required 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 the each issuer's classes of stock
as of the latest practical date:
Common stock outstanding - 7,155,619 shares as of October 31, 2000
<PAGE> 2
INDEX
CATUITY, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
PAGE
NO.
<S> <C>
Part 1. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets - September 30, 2000 and December 31, 1999 2
Consolidated statements of operations - Three months ended September
30, 2000 and 1999; Nine months ended September 30, 2000 and 1999 3
Consolidated statements of cash flows - Nine months ended
September 30,2000 and 1999 4
Notes to consolidated financial statements - September 30, 2000 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosure of Market Risk 13
Part II. Other Information 14
Item 1. Legal Proceedings 14
Item 2 Changes In Securities and Use of Proceeds 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures
</TABLE>
2
<PAGE> 3
Part I. FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
CATUITY INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31
2000 1999
------------------- -------------------
ASSETS (UNAUDITED)
------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 3,602,370 $ 5,269,757
Accounts receivable, less allowance of
$131,000 at September 30, 2000,
$158,000 at December 31, 1999 181,756 429,159
Prepaid expenses 84,226 67,016
Restricted cash 251,797 178,054
Other 43,394 2,519
------------------- -------------------
Total current assets 4,163,543 5,946,505
Property, plant and equipment, net 267,847 242,038
------------------- -------------------
Total assets $ 4,431,390 $ 6,188,543
=================== ===================
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current Liabilities:
Accounts payable $ 197,487 $ 560,906
Accrued expenses 280,498 235,849
Accrued compensation 106,689 118,054
Trust liability 234,596 157,685
------------------- -------------------
Total current liabilities 819,270 1,072,494
Borrowings from shareholders - 854,230
Accrued compensation 48,939 20,588
Stockholders' equity:
Common stock - $.001 par value
Authorized - 100 million shares
Issued and outstanding - 7,153,619 at
September 30, 2000 and 6,729,269 at 23,437,813 21,519,333
December 31, 1999
Additional paid-in capital 3,417,943 2,685,195
Shareholder loans (757,733) (757,733)
Foreign currency translation (327,673) 401,073
Accumulated deficit (22,207,169) (19,606,637)
------------------- -------------------
Total stockholders' equity 3,563,181 4,241,231
------------------- -------------------
Total liabilities and stockholders' equity $ 4,431,390 $ 6,188,543
=================== ===================
</TABLE>
See accompanying notes.
3
<PAGE> 4
CATUITY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------------------------------------------
2000 1999 2000 1999
------------------------------------------------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Revenues:
License revenue $ - $ 116,742 $ - $ 504,510
Service revenue 346,061 70,767 597,839 128,454
------------------------------------------------------
Total revenues 346,061 187,509 597,839 632,964
Costs and expenses:
Research and development and 509,936 347,571 976,408 707,029
testing
Selling and relationship 280,296 534,653 1,196,532 809,834
development
General and administrative 493,648 476,407 1,228,712 1,181,111
General and administrative - variable
Stock compensation (6,033) 323,160 (220,956) 1,493,756
------------------------------------------------------
Total costs and expenses 1,277,847 1,681,791 3,179,539 4,191,730
------------------------------------------------------
Operating loss (931,786) (1,494,282) (2,582,857) (3,558,766)
------------------------------------------------------
Other income (expense):
Interest income 48,013 45,419 157,694 77,386
Interest income/(expense) -
related party 761 (30,178) (46,766) (130,679)
------------------------------------------------------
Total other income (expense) 48,774 14,701 110,928 (53,293)
------------------------------------------------------
Loss before taxes (883,012) (1,479,581) (2,471,929) (3,612,059)
Provision for Income taxes - - -
------------------------------------------------------
Loss before extraordinary
items $ (883,012) $(1,479,581) $(2,471,929) $(3,612,059)
Extraordinary loss on early
extinguishment of debt (127,446) (127,446)
------------------------------------------------------
Net Loss $(1,010,458) $(1,479,581) $(2,599,375) $(3,612,059)
======================================================
Net loss per share - basic and
diluted $ (0.14) $ (0.23) $ (0.38) $ (0.63)
------------------------------------------------------
</TABLE>
See accompanying notes.
4
<PAGE> 5
CATUITY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
-----------------------------
2000 1999
-----------------------------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net loss $(2,600,532) $(3,612,059)
Adjustments used to reconcile net loss to net cash
used in operating activities:
Stock based compensation (219,799) 1,493,756
Depreciation and amortization 93,276 75,687
Extraordinary loss on extinguishment of debt 127,446 -
Changes in assets and liabilities:
Accounts receivable 274,187 (394,269)
Inventories - 15,482
Accounts payable (363,419) 274,757
Accrued expenses and other liabilities 127,260 55,434
Other assets, net (131,828) 13,896
-----------------------------
Net cash used in operating activities (2,693,409) (2,077,316)
-----------------------------
Cash flows from investing activities:
Purchase of property, plant and equipment (71,557) (82,906)
-----------------------------
Net cash used in investing activities (71,557) (82,906)
-----------------------------
Cash flows from financing activities:
Related party borrowings - (18,581)
Payments on borrowings (854,230) (839,201)
Issuance of common stock, net of expenses 1,946,222 5,924,224
Net proceeds from sale of option 924,805 -
Fees paid for early extinguishment of debt (127,446) -
-----------------------------
Net cash provided by financing activities 1,889,351 5,066,442
Foreign exchange effect on cash (791,772) (18,220)
-----------------------------
Net increase/(decrease) in cash and cash equivalents (1,667,387) 2,888,000
Cash and cash equivalents, beginning of period 5,269,757 148,789
-----------------------------
Cash and cash equivalents, end of period $ 3,602,370 $ 3,036,789
=============================
</TABLE>
5
<PAGE> 6
CATUITY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Catuity Inc.
(the "Company") have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and nine months period ended
September 30, 2000 are not necessarily indicative of the result that may be
expected for the year ended December 31, 2000.
The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10 for the
year ended December 31, 1999.
2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements". SAB No.
101 provides guidance on applying accounting principles generally accepted in
the United States to the recognition, presentation, and disclosure of revenue in
the financial statements. The Company does not believe that the effect of
adoption will have a material impact on its financial statements.
6
<PAGE> 7
CATUITY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. LOSS PER SHARE
The following table sets forth the computation of basic and diluted loss per
share for the three and nine months ended September 30, 2000 and 1999:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
2000 1999 2000 1999
--------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Numerator:
Net loss $ (1,010,458) $ (1,479,581) $ (2,599,375) $ (3,612,059)
=============== =============== ================ ================
Denominator:
Denominator for
basic earnings
per share -
weighted
average shares
outstanding 7,125,055 6,390,905 6,870,816 5,760,677
=============== =============== ================ ================
Basic and
diluted loss
per share $(0.14) $(0.23) $(0.38) $(0.63)
=============== =============== ================ ================
</TABLE>
During the third quarter of 2000, a total of 97,779 options were exercised at
prices ranging from $1.73 to $5.47 resulting in the Company receiving cash
proceeds of $348,399.
7
<PAGE> 8
CATUITY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. COMPREHENSIVE LOSS
Total comprehensive loss is summarized as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
2000 1999 2000 1999
--------------- - --------------- ---------------- - ----------------
<S> <C> <C> <C> <C>
Net loss $(1,010,458) $(1,479,581) $(2,599,375) $(3,612,059)
Foreign currency
translation (356,062) 50,747 (728,746) (13,084)
--------------- --------------- ---------------- ----------------
Total
comprehensive loss $(1,366,520) $(1,428,834) $(3,328,121) $(3,625,143)
=============== =============== ================ ================
</TABLE>
8
<PAGE> 9
CATUITY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. SALE OF OPTION RIGHT AND EARLY EXTINGUISHMENT OF DEBT
On June 30, 2000 Chip Application Technologies Limited (CAT), a wholly owned
subsidiary of the Company, entered into an Option Assignment Agreement with BNP
Paribas Equities (Australia) Limited (BNP) whereby CAT transferred all its
rights, title and interests under the Loan Repayment and Option Agreement as
amended (the "Agreement") it had entered into with Heath Group Australia Limited
(HGA) and Industrial Superannuation Administration Services Limited (ISAS) dated
May 4, 1999 for the right to acquire 309,150 and 23,437 shares held respectively
by HGA and ISAS in the Company. The Agreement provided the Company the right to
purchase its shares owned by HGA and ISAS at $4.92 per share prior to July 19,
2000. Also on June 30, 2000 CAT signed a Mandate Letter with BNP for disposal of
the shares at $8.11 per share.
The transactions were completed on July 14, 2000. In accordance with the
Agreements and Mandate Letter, BNP paid CAT $1,059,672 after deducting $134,867
of fees resulting in $924,805 of net proceeds from the transaction. As a
condition of the option being exercised, CAT repaid the outstanding loans due
HGA of $777,530 plus $127,446 for early repayment.
6. LEGAL PROCEEDINGS
On July 21, 2000 Welcome Real-Time SA filed an Application and Statement of
Claim in the Federal Court of Australia claiming breach of an Australian Patent
issued to Welcome Real-Time SA on July 31, 1997 and seeking a permanent
injunction restraining Catuity Inc. and its subsidiaries Chip Application
Technologies Limited and CiT Cards (Australia) Limited during the term of the
Patent from infringing the stated Patent.
The application seeks damages, or at the Applicants option, an account of
profits in respect of all infringements of the Patent and payment of the sum
found due plus interest.
The Company does not believe the Claim is valid and will vigorously defend its
position. The Company had previously obtained advice on its patent position and
will provide the Court with evidence that fully supports its view that the claim
does not have merit. The Company does not believe this action will have a
material effect on the Company in the future.
7. VARIABLE STOCK COMPENSATION
The Company recorded a correcting entry of $368,379 to reduce its variable
stock compensation expense for the nine month period ended September 30, 2000.
The adjustment was necessary due to $368,379 of excess expense that was recorded
in the three month period ended June 30, 2000.
8. SUBSEQUENT EVENTS
On November 8, 2000 the Company received written approval from Nasdaq that its
application for listing was complete and it could begin trading on the Small Cap
Market. The Company anticipates that trading in its stock on Nasdaq will begin
on November 16, 2000.
9
<PAGE> 10
CATUITY INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
GENERAL
Catuity develops, licenses and supports customer loyalty software that enables
retailers and card issuing banks to establish and administer customer
incentive and loyalty programs that are completely customizable to meet their
unique needs. The Catuity system functions in both the internet (e-commerce) and
in-store environments.
Catuity's U.S. based operations began in earnest in January 2000 with the hiring
of its President and CEO. In the ensuing months the Company established its
headquarters, hired the CFO and Vice President of Sales, and built a sales
staff. During this period the focus of sales efforts centered on establishing
relationships with key industry providers of point of sale terminals,
card issuing banks, smart card manufacturers, credit card companies, and
independent service providers who will act as resellers of the Company's
software.
SALES ACTIVITY
In the third quarter, the Company signed a joint marketing agreement with
GemPlus, the world's largest manufacturer of smart cards. The GemPlus agreement
allows GemPlus to place Catuity's applet on their smart card as a value add to
retailers and card issuing banks who purchase their cards. The two companies
agreed to cross train each other's sales force and GemPlus will present Catuity
as their preferred loyalty provider in the United States.
In the fourth quarter the Company also signed an agreement with APN Digital Pty
Limited, a large media company in Australia, to establish a company, Rewards4U,
to exclusively market Catuity's loyalty in Australia and New Zealand. The
Company has also signed an agreement with Verifone, the largest manufacturer of
point of sale (POS) terminals in the United States, to have Catuity's software
preloaded on its newest series of POS devices. This will provide merchants who
use Verifone's terminals with an opportunity to easily begin offering loyalty
programs to their customers.
REVENUE
In June of 2000 the Company, under a non-disclosure agreement, signed a
significant contract with Visa USA to provide the loyalty software for its new
smart card product. In September, Visa launched the card in conjunction with the
Olympics as part of a $30,000,000 advertising and marketing campaign. The
product is called Smart Visa, and represents Visa's entry into the smart card
market in the United States. The Visa smart card has a 32K computer chip
imbedded in it with security, access, payment, and loyalty functionality
available for Visa's issuing banks to use. While not an exclusive agreement,
Catuity is the only supplier of loyalty software that Visa is allowing on their
smart card. Catuity is in discussions or contract negotiations with a number of
Visa issuing banks to provide the Company's software on each bank's smart card
if/when each bank decides to launch its own card under the Visa smart card name.
While the sales, contract negotiation, and implementation time-line can be quite
lengthy, the Company expects revenue from Visa smart card issuing banks to begin
to grow as the year 2001 progresses. During the quarter ending September 30,
2000, service revenue was primarily related to the Visa project.
The Company has recorded no license revenue in 2000 and does not anticipate
doing so in the fourth quarter. The license revenues recorded in 1999 were
principally due to a one time license fee agreement with one customer and a
small licensing agreement with another customer in Australia. With the
completion of the software development work under the Visa contract, the
Company expects service revenue will temporarily decline from third quarter
2000 levels. The Company expects service revenue to begin to increase again as
it enters 2001 and that license revenue will begin to grow during 2001. The
Company expects revenue to increase during 2001 and believes it will end the
year 2001 with revenue in the $6,000,000 to $8,000,000 range. With revenue in
this range, the Company would expect to achieve breakeven operations at some
point during the fourth quarter of 2001.
10
<PAGE> 11
CATUITY INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. (CONTINUED)
RESEARCH AND DEVELOPMENT AND TESTING
Research and development and testing expenses consist of the costs associated
with the Company's software development personnel in Sydney, Australia and the
Company's implementation services staff in the U.S. For the three months ending
September 30, 2000 costs increased by 47% due primarily to one time costs
associated with the Visa Contract. For the nine months ended September 30, 2000
these costs increased by 38% over the corresponding nine month period of 1999.
The increase was primarily related to the Visa Contract.
SELLING AND RELATIONSHIP DEVELOPMENT
In 2000, these costs are principally related to the sales and marketing
activities of Catuity employees in the United States. During 1999, selling costs
resulted principally from the use of outside contractors in the U.S. and the
salary and travel related costs of sales personnel from Australia. For the three
months ended September 30, 2000 sales related costs were 48% less than the same
period in 1999 principally due to the significant use of an outside consultant
during the third quarter of 1999. In addition to compensation and travel related
expenses, sales materials, promotional materials and public relations activities
are also included in these costs.
GENERAL AND ADMINISTRATIVE
General and administrative expenses consist of payroll and related expenses for
executive, financial and administrative personnel, professional fees and other
general corporate expenses. Expenses for the three months ended September 30,
2000 were 4% above the same period in 1999. In both periods the Company incurred
higher professional fee expense than is expected due to normal operating
activity. In 1999 the professional fees related to becoming established as a
U.S. corporation, while in 2000 they pertained to becoming a publicly traded
company in the U.S. For the nine month period ended September 30, 2000 G & A
expenses were also 4% above the same period in 1999 for similar reasons.
11
<PAGE> 12
CATUITY INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS. (CONTINUED)
GENERAL AND ADMINISTRATIVE - VARIABLE STOCK COMPENSATION
The Company accounts for employee stock based compensation under the intrinsic
value method in accordance with Accounting Principals Board Opinion No. 25 and
has adopted the disclosure-only alternative of Statement of Financial Standards
No. 123. Stock compensation charges result from stock issued under a limited
recourse loan to an executive and the, as yet, undetermined exercise price of
stock options granted to two executives hired in 2000. A credit of $6,033 was
recorded for the three months period ended September 30, 2000 based on the
Company's stock price being approximately the same at June 30, 2000 and
September 30, 2000.
OTHER INCOME (EXPENSE)
Interest income increased by 6% and 104% in the three and nine months ending
September 30, 2000 respectively. The increase in interest income is primarily
attributable to slightly higher interest rates, the repayment of debt in July
1999, and capital raised in December 1999 from the issuance of stock that
increased cash balances in 2000 over the comparable period in 1999. Interest
expense was eliminated in July 2000 with the repayment of all of the Company's
long term debt.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2000, the company had $3,602,370 in cash and cash equivalents,
a decrease of $1,667,387 from December 31, 1999.
Net cash used in operating activities was $2,693,409 for the nine month period
ended September 30, 2000 compared with $2,077,316 for the nine month period
ended September 30, 1999. This increase was expected and was primarily due to
expenses associated with the growth in United States operations in the first
nine months of 2000.
In July 2000 the Company completed an option assignment agreement whereby the
Company transferred its rights under the Loan Repayment and Option Agreement it
had entered into with Heath Group Australia. As a result of the agreement, the
Company repaid all of its outstanding long term debt from the proceeds raised
from the option assignment agreement.
During the third quarter of 2000, a total of 97,779 options were exercised
resulting in the Company receiving cash proceeds of $348,399.
During the first nine months of 2000 the Australian dollar has weakened against
the U.S. dollar. This has resulted in a year to date foreign currency loss of
approximately $730,000.
12
<PAGE> 13
CATUITY INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. (CONTINUED)
The Company believes that its existing capital resources are adequate to meet
its cash requirements for the next twelve months.
FORWARD LOOKING INFORMATION
The Management Discussion and Analysis of Financial Condition and Results of
Operations includes "forward-looking" statements within the meaning of the
Private Securities Litigation Act of 1995. This Act provides a "safe harbor" for
forward-looking statements to encourage companies to provide prospective
information about themselves so long as they identify these statements as
forward-looking and provide meaningful cautionary statements identifying
important factors that could cause actual results to differ from the expected
results. All statements other than statements of historical fact made in this
Form 10-Q are forward looking. In some cases, they can be identified by
terminology such as "may," "will," "should," "expect," " plan," "anticipate,"
"believe," "estimate," "predict," "potential," or "continue," the negative of
such terms or other comparable terminology. These statements are only
predictions. Actual events or results may differ materially. In evaluating these
statements, you should consider various factors that may cause our actual
results to differ materially from any forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee our future results, levels of
activity, performance or achievement. Moreover, neither we nor any other person
assumes liability for the accuracy and completeness of the forward-looking
statements. We are under no duty to update any of the forward-looking statements
after the date of this filing to conform such statements to actual results or to
changes in our expectations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
During the first nine months of 2000, the Australian dollar has weakened against
the U.S. dollar. This has had a negative affect on the value of cash balances
held in Australia and has resulted in approximately a $730,000 year to date
foreign currency loss.
13
<PAGE> 14
CATUITY INC.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See footnote 6.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
See notes to financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
(a) Exhibit Description
None
(b) There were no Form 8-Ks filed during the quarter ended
September 2000
14
<PAGE> 15
CATUITY INC.
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.
By: /s/ Michael V. Howe
----------------------------------------------------
Michael V. Howe
President and Chief Executive Officer
By: /s/ John H. Lowry
----------------------------------------------------
John H. Lowry
Chief Financial Officer
15
<PAGE> 16
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
27 Financial Data Schedule
99.1 Audit Committee Charter
</TABLE>
