UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended August 30, 1997
-------------------
Commission file number 1-11479
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E-Z-EM, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 11-1999504
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
717 Main Street, Westbury, New York 11590
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(516) 333-8230
--------------------------------------------------
Registrant's telephone number, including area code
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
------- -------
On October 10, 1997, there were 4,035,346 shares of the registrant's Class A
Common Stock outstanding and 5,602,696 shares of the registrant's Class B
Common Stock outstanding.
Page 1 of 16
Exhibit Index on Page 15
<PAGE>
E-Z-EM, Inc. and Subsidiaries
INDEX
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Part 1: Financial Information Page
- ------ --------------------- ----
Item 1. Financial Statements
Consolidated Balance Sheets - August 30, 1997 and
May 31, 1997 3 - 4
Consolidated Statements of Earnings - thirteen weeks
ended August 30, 1997 and August 31, 1996 5
Consolidated Statement of Stockholders' Equity - thirteen
weeks ended August 30, 1997 6
Consolidated Statements of Cash Flows - thirteen weeks
ended August 30, 1997 and August 31, 1996 7 - 8
Notes to Consolidated Financial Statements 9 - 10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11 - 14
Part II: Other Information
- ------- -----------------
Item 6. Exhibits and Reports on Form 8-K 15
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<PAGE>
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands)
August 30, May 31,
ASSETS 1997 1997
------ ------
(unaudited) (audited)
CURRENT ASSETS
Cash and cash equivalents $ 4,140 $ 4,484
Debt and equity securities 11,121 10,991
Accounts receivable, principally
trade, net 18,253 16,971
Inventories 27,177 27,351
Other current assets 4,061 4,147
------- -------
Total current assets 64,752 63,944
INVESTMENT IN AFFILIATE 537
PROPERTY, PLANT AND EQUIPMENT - AT COST,
less accumulated depreciation and
amortization 23,028 23,418
COST IN EXCESS OF FAIR VALUE OF NET ASSETS
ACQUIRED, less accumulated amortization 481 489
INTANGIBLE ASSETS, less accumulated
amortization 6,910 7,057
DEBT AND EQUITY SECURITIES 1,871 2,081
OTHER ASSETS 3,869 3,731
------- -------
$101,448 $100,720
======= =======
The accompanying notes are an integral part of these financial statements.
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<PAGE>
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
August 30, May 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1997 1997
------ ------
(unaudited) (audited)
CURRENT LIABILITIES
Notes payable $ 8,091 $ 7,029
Current maturities of long-term debt 505 517
Accounts payable 5,833 6,168
Accrued liabilities 7,087 6,829
Accrued income taxes 379 286
------- -------
Total current liabilities 21,895 20,829
LONG-TERM DEBT, less current maturities 697 842
OTHER NONCURRENT LIABILITIES 1,759 1,805
COMMITMENTS AND CONTINGENCIES
------- -------
Total liabilities 24,351 23,476
------- -------
STOCKHOLDERS' EQUITY
Preferred stock, par value $.10 per
share - authorized, 1,000,000 shares;
issued, none - -
Common stock
Class A (voting), par value $.10 per
share - authorized, 6,000,000 shares;
issued and outstanding 4,035,346 shares
at August 30, 1997 and May 31, 1997 403 403
Class B (nonvoting), par value $.10 per
share - authorized, 10,000,000 shares;
issued and outstanding 5,602,196 shares
at August 30, 1997 and 5,600,883 shares
at May 31, 1997 560 560
Additional paid-in capital 19,081 19,073
Retained earnings 57,215 57,087
Unrealized holding gain on debt and equity
securities 1,198 1,332
Cumulative translation adjustments (1,360) (1,211)
------- -------
Total stockholders' equity 77,097 77,244
------- -------
$101,448 $100,720
======= =======
The accompanying notes are an integral part of these financial statements.
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<PAGE>
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)
(in thousands, except share and per share data)
Thirteen weeks ended
-----------------------
August 30, August 31,
1997 1996
------ ------
Net sales $25,713 $23,355
Cost of goods sold 15,978 13,490
------ ------
Gross profit 9,735 9,865
------ ------
Operating expenses
Selling and administrative 7,915 7,835
Research and development 1,509 1,523
----- -----
Total operating expenses 9,424 9,358
----- -----
Operating profit 311 507
Other income (expense)
Interest income 151 213
Interest expense (189) (61)
Other, net (63) 50
----- -----
Earnings before income taxes 210 709
Income tax provision 82 196
----- -----
NET EARNINGS $ 128 $ 513
===== =====
Earnings per common share
Primary and fully diluted $ .01 $ .05
===== =====
Weighted average common shares
Primary and fully diluted 10,089,131 10,373,404
========== ==========
The accompanying notes are an integral part of these financial statements.
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<PAGE>
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Thirteen weeks ended August 30, 1997
(unaudited)
(in thousands, except share data)
<TABLE>
<CAPTION>
Unrealized
Class A Class B holding gain
common stock common stock Additional on debt Cumulative
----------------- ----------------- paid-in Retained and equity translation
Shares Amount Shares Amount capital earnings securities adjustments Total
--------- ------ --------- ------ ---------- -------- ---------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at May 31, 1997 4,035,346 $403 5,600,883 $560 $19,073 $57,087 $1,332 $(1,211) $77,244
Exercise of stock options 1,313 5 5
Income tax benefits on
stock options exercised 1 1
Compensation related to
stock option plans 2 2
Net earnings 128 128
Unrealized holding loss on debt
and equity securities (134) (134)
Foreign currency translation
adjustments (149) (149)
--------- --- --------- --- ------ ------ ----- ----- ------
Balance at August 30, 1997 4,035,346 $403 5,602,196 $560 $19,081 $57,215 $1,198 $(1,360) $77,097
========= === ========= === ====== ====== ===== ===== ======
</TABLE>
The accompanying notes are an integral part of this financial statement.
-6-
<PAGE>
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Thirteen weeks ended
-----------------------
August 30, August 31,
1997 1996
------ ------
Cash flows from operating activities:
Net earnings $ 128 $ 513
Adjustments to reconcile net earnings
to net cash used in operating activities
Depreciation and amortization 836 690
Provision for doubtful accounts 60 30
Loss on sale of investments 27
Deferred income tax provision 9 7
Other non-cash items 2
Changes in operating assets and
liabilities
Accounts receivable (1,342) (182)
Inventories 174 (2,266)
Other current assets 86 (227)
Other assets (66) (97)
Accounts payable (335) 684
Accrued liabilities 258 (807)
Accrued income taxes 84 161
Other noncurrent liabilities (34) 41
----- ------
Net cash used in operating
activities (140) (1,426)
----- ------
Cash flows from investing activities:
Additions to property, plant and
equipment, net (294) (593)
Investment in affiliate (537)
Available-for-sale securities
Purchases (1,399) (12,068)
Proceeds from sale 1,270 12,875
----- ------
Net cash (used in) provided by
investing activities (960) 214
----- ------
Cash flows from financing activities:
Proceeds from issuance of debt 1,289 750
Repayments of debt (334) (377)
Proceeds from exercise of stock options,
including related income tax benefits 6 135
Proceeds from issuance of stock in connection
with the stock purchase plan 5
----- ------
Net cash provided by financing activities 961 513
----- ------
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<PAGE>
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(unaudited)
(in thousands)
Thirteen weeks ended
-----------------------
August 30, August 31,
1997 1996
------ ------
Effect of exchange rate changes on
cash and cash equivalents $ (205) $ 10
----- -----
DECREASE IN CASH AND CASH
EQUIVALENTS (344) (689)
Cash and cash equivalents
Beginning of period 4,484 3,363
----- -----
End of period $4,140 $2,674
===== =====
Supplemental disclosures of cash
flow information:
Cash paid during the period for:
Interest $ 186 $ 20
===== =====
Income taxes (net of $12 in
refunds in 1996) $ 29 $ 15
===== =====
The accompanying notes are an integral part of these financial statements.
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<PAGE>
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
August 30, 1997 and August 31, 1996
(unaudited)
NOTE A - CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of August 30, 1997, the consolidated
statement of stockholders' equity for the period ended August 30, 1997,
and the consolidated statements of earnings and cash flows for the
periods ended August 30, 1997 and August 31, 1996, have been prepared by
the Company without audit. In the opinion of management, all
adjustments (which include only normally recurring adjustments)
necessary to present fairly the financial position, changes in
stockholders' equity, results of operations and cash flows at August 30,
1997 (and for all periods presented) have been made.
Certain information and footnote disclosures, normally included in
financial statements prepared in accordance with generally accepted
accounting principles, have been condensed or omitted. It is suggested
that these consolidated financial statements be read in conjunction with
the financial statements and notes thereto included in the fiscal 1997
Annual Report on Form 10-K filed by the Company on August 29, 1997. The
results of operations for the periods ended August 30, 1997 and August
31, 1996 are not necessarily indicative of the operating results for the
respective full years.
The consolidated financial statements include the accounts of E-Z-EM, Inc.
and all 100%-owned subsidiaries (the "Company").
NOTE B - INVENTORIES
Inventories consist of the following:
August 30, May 31,
1997 1997
------ ------
(in thousands)
Finished goods $13,028 $14,170
Work in process 1,750 1,639
Raw materials 12,399 11,542
------ ------
$27,177 $27,351
====== ======
NOTE C - COMMON STOCK
Under the 1983 and 1984 Stock Option Plans, options for 1,313 shares were
exercised at prices ranging from $4.35 to $5.55 per share, and no
options were granted, forfeited or expired during the thirteen weeks
ended August 30, 1997. Under the 1997 Stock Option Plan, no options
were granted, exercised, forfeited or expired during the thirteen weeks
ended August 30, 1997.
-9-
<PAGE>
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
August 30, 1997 and August 31, 1996
(unaudited)
NOTE C - COMMON STOCK (continued)
Under the Employee Stock Purchase Plan, no shares were purchased during
the thirteen weeks ended August 30, 1997.
NOTE D - COMMITMENTS AND CONTINGENCIES
The Company is presently a defendant in a product liability action. This
suit claims damages based upon alleged injuries resulting from the use
of one of the Company's products. The action is in its early stages and
while the Company is actively defending against the claim, it is unable
to predict its outcome. The Company does not believe that the ultimate
outcome in this action will have a material adverse effect on the
consolidated financial statements.
During August 1997, the Company settled a product liability action in
which it had been a defendant. Such action was settled for an amount
under the Company's insurance limit and the amount contributed by the
Company was not material to its consolidated financial statements.
The Company has been sued by Olympia Holding Corporation p/k/a P-I-E
Nationwide, Inc. for $443,830. The suit, filed on October 5, 1992, is
presently pending in the U.S. Bankruptcy Court for the Middle District
of Florida. The Company is being represented in this action by a law
firm which is also representing numerous other defendants being sued by
the same plaintiff on the same grounds - recovery for alleged
undercharges for freight carriage. It is not possible, at this stage,
to determine what, if any, liability exists with respect to the Company
in this matter. The Company will vigorously defend against this action;
it has been informed by legal counsel that there exist numerous valid
defenses to this case.
In August 1997, the Company acquired approximately 25% of ITI Medical
Technologies, Inc. ("ITI") for $1,300,000, to be paid in three
installments over a six month period commencing with the payment of
$500,000 made in August 1997. ITI is a California corporation, based in
Livermore, California, which develops and manufactures MRI diagnostic
and therapeutic medical devices. The Company's investment in ITI is
accounted for by the equity method. Pursuant to this method, such
investment is recorded at cost and adjusted by the Company's share of
undistributed earnings (or losses). The results of operations of ITI
were not material to the consolidated financial statements of the
Company for the interim period ended August 30, 1997.
NOTE E - RECLASSIFICATIONS
Certain reclassifications have been made to the prior year amounts to
conform to the current year presentation.
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<PAGE>
E-Z-EM, Inc. and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Quarters ended August 30, 1997 and August 31, 1996
- --------------------------------------------------
The Company's quarters ended August 30, 1997 and August 31, 1996 both
represent thirteen weeks.
Results of Operations
- ---------------------
Segment Overview
----------------
The Company operates in two industry segments: Diagnostic products and
AngioDynamics products.
The Diagnostic products industry segment includes both contrast systems
and non-contrast systems. Diagnostic product sales, net of intersegment
eliminations, increased 11% in the quarter and accounted for 81% of net
sales in the current quarter versus 80% in the comparable period of last
year. The AngioDynamics products industry segment includes CO2/angiography
products, therapeutic products and coronary products used in the
interventional medicine marketplace. AngioDynamics product sales, net of
intersegment eliminations, increased 6% in the quarter and represented 19%
of net sales in the current quarter versus 20% in the comparable period of
the prior year.
Diagnostic segment operating results for the current quarter improved
by $857,000 due to the 11% sales increase, as well as reduced operating
expenses of $515,000. Diagnostic results for both the current quarter and
comparative quarter of last year were adversely affected by unabsorbed
overhead costs associated with the relocation of a portion of the Company's
contrast systems manufacturing operations. The effects of the relocation
will continue to be felt through the second quarter of the current fiscal
year, resulting in lower than normal Canadian gross profit.
AngioDynamics segment results for the current quarter were adversely
affected by increased operating expenses of $581,000, as well as lower gross
profit. Although domestic sales improved by $964,000, due to continued
market penetration, international sales decreased $706,000, due to a decline
in sales of the AngioStent(TM). Increased operating expenses can be
attributed, in part, to the acquisition of Leocor and the start-up of a
facility in Ireland in the third quarter of last fiscal year. Gross profit
expressed as a percentage of net sales declined to 39% during the current
quarter versus 51% during the comparable quarter of the prior year due
primarily to lower stent sales, price erosion in the coronary stent
marketplace, and manufacturing inefficiencies at the Irish facility. The
AngioDynamics segment incurred an operating loss of $680,000 in the current
quarter, as compared to operating profit of $419,000 in the comparable
quarter of the prior year.
Consolidated Results of Operations
----------------------------------
For the quarter ended August 30, 1997, the Company reported net
earnings of $128,000, or $.01 per common share on both a primary and fully
diluted basis, as compared to net earnings of $513,000, or $.05 per common
-11-
<PAGE>
share on both a primary and fully diluted basis, for the comparable period
of last year.
Results for the current quarter were adversely affected by increased
operating expenses, as well as lower gross profit, in the AngioDynamics
segment. The increased operating expenses can be attributed, in part, to
the acquisition of Leocor and the start-up of the Irish facility. The
decline in gross profit is due primarily to lower stent sales, price erosion
in the coronary stent marketplace, and manufacturing inefficiencies at the
Irish facility. Results for both the current quarter and comparative
quarter of last year were adversely impacted by unabsorbed overhead costs
associated with the manufacturing site relocation.
Net sales for the quarter ended August 30, 1997 increased 10%, or
$2,358,000, as compared to the quarter ended August 31, 1996, due primarily
to increased sales of non-contrast systems of $1,476,000, including $721,000
relating to custom contracts, and contrast systems of $901,000. Price
increases had no effect on net sales in the current quarter, although the
Diagnostic segment continued to experience price pressures due to increased
sales to group purchasing organizations. Net sales in international
markets, including direct exports from the U.S., increased 1%, or $80,000,
in the current quarter versus the comparable period of last year due to
increased sales of non-contrast systems of $907,000, including $721,000
relating to custom contracts, partially offset by decreased sales of
AngioDynamics products of $705,000 and contrast systems of $122,000.
Gross profit expressed as a percentage of net sales decreased to 38%
during the current quarter versus 42% during the comparable quarter of the
prior year due primarily to reduced AngioDynamics gross profit as well as
increased Diagnostic sales discounts to group purchasing organizations. The
decline in AngioDynamics gross profit is due primarily to lower stent sales,
price erosion in the coronary stent marketplace, and manufacturing
inefficiencies at the Irish facility. During the current and prior year
quarter, gross profit was negatively impacted by unabsorbed overhead costs
associated with the manufacturing site relocation approximating $524,000 and
$719,000, respectively.
Selling and administrative ("S&A") expenses were $7,915,000 during the
quarter ended August 30, 1997 versus $7,835,000 during the quarter ended
August 31, 1996. This increase of $80,000, or 1%, in the current quarter
was principally due to increased AngioDynamics S&A expenses of $714,000,
partially offset by decreased Diagnostic S&A expenses of $634,000.
Increased AngioDynamics S&A expenses can be attributed, in part, to the
acquisition of Leocor and the start-up of a facility in Ireland in the third
quarter of last fiscal year.
Research and development ("R&D") expenditures decreased 1% in the
current quarter to $1,509,000, or 6% of net sales, from $1,523,000, or 7% of
net sales, in the comparable quarter of the prior year. Of the R&D
expenditures in the current quarter, approximately 36% relate to contrast
systems, 28% to AngioDynamics projects, 4% to immunological projects, 21% to
other projects and 11% to general regulatory costs. R&D expenditures are
expected to continue at approximately current levels.
Other income, net of expenses, decreased $303,000 in the current
quarter versus the comparable period of last year due primarily to increased
foreign currency exchange losses of $143,000, as well as increased interest
expense of $128,000, resulting from AngioDynamics bank financing.
-12-
<PAGE>
The Company's effective tax rate of 39% during the quarter ended August
30, 1997 differed from the Federal statutory tax rate of 34% due primarily
to non-deductible expenses and losses incurred in a foreign jurisdiction
subject to lower tax rates, partially offset by earnings of the Company's
Puerto Rican subsidiary, which are subject to favorable U.S. tax treatment,
and tax-exempt interest income. For the quarter ended August 31, 1996, the
Company's effective tax rate of 28% differed from the Federal statutory tax
rate of 34% due primarily to earnings of the Puerto Rican subsidiary, which
are subject to favorable U.S. tax treatment, tax-exempt interest income, and
the utilization of certain foreign net operating loss carryforwards.
Liquidity and Capital Resources
- -------------------------------
During the quarter ended August 30, 1997, investment in affiliate and
capital expenditures were funded primarily by proceeds from the issuance of
bank debt. In the past, the Company's policy has been to fund capital
requirements without incurring significant debt. At August 30, 1997, debt
(notes payable, current maturities of long-term debt and long-term debt) was
$9,293,000 as compared to $8,388,000 at May 31, 1997. The Company has
available $12,159,000 under four bank lines of credit of which $7,677,000
was outstanding at August 30, 1997.
The Company's current policy is to issue stock dividends. During the
third quarter of fiscal years 1995 and 1996 and the fourth quarter of fiscal
year 1997, the Company issued 3% stock dividends.
Presently, the Company is continuing to look for both new and
complementary lines of business for expansion in order to ensure its
continued growth.
At August 30, 1997, approximately 60% of the Company's assets consist
of inventories, accounts receivable, debt and equity securities, and cash
and cash equivalents. Prior to fiscal 1998, inventories have increased at a
greater rate than sales as a result of broadened product lines, and safety
stock during the relocation of a portion of the Company's contrast systems
manufacturing operations. The current ratio is 2.96 to 1, with net working
capital of $42,857,000 at August 30, 1997, as compared to the current ratio
of 3.07 to 1, with net working capital of $43,115,000 at May 31, 1997.
In August 1997, the Company acquired approximately 25% of ITI Medical
Technologies, Inc. ("ITI") for $1,300,000, to be paid in three installments
over a six month period commencing with the payment of $500,000 made in
August 1997. ITI is a California corporation, based in Livermore,
California, which develops and manufactures MRI diagnostic and therapeutic
medical devices.
This Form 10-Q contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), which are intended to be covered by the
safe harbors created thereby. Investors are cautioned that all forward-
looking statements involve risks and uncertainty, including without
limitation, the ability of the Company to develop its products, as well as
general market conditions, competition and pricing. Although the Company
believes that the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be inaccurate,
and therefore, there can be no assurance that the forward-looking statements
included in this Form 10-Q will prove to be accurate. In light of the
-13-
<PAGE>
significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as
a representation by the Company or any other person that the objectives and
plans of the Company will be achieved.
-14-
<PAGE>
E-Z-EM, Inc. and Subsidiaries
Part II: Other Information
Item 6. Exhibits and Reports on Form 8-K Page
-------------------------------- ----
(a) Exhibit 27 - Financial data schedule 16
(b) No reports on Form 8-K were filed during the quarter ended
August 30, 1997.
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.
E-Z-EM, Inc.
-----------------------------------
(Registrant)
Date October 10, 1997 /s/ Howard S. Stern
-------------------- -----------------------------------
Howard S. Stern, Chairman of the
Board and Director
Date October 10, 1997 /s/ Dennis J. Curtin
-------------------- -----------------------------------
Dennis J. Curtin, Vice President-
Chief Financial Officer
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Form 10-Q for the quarter ended August 30, 1997 and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
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<FISCAL-YEAR-END> MAY-30-1998
<PERIOD-END> AUG-30-1997
<CASH> 4,140
<SECURITIES> 11,121
<RECEIVABLES> 19,240
<ALLOWANCES> 987
<INVENTORY> 27,177
<CURRENT-ASSETS> 64,752
<PP&E> 44,918
<DEPRECIATION> 21,890
<TOTAL-ASSETS> 101,448
<CURRENT-LIABILITIES> 21,895
<BONDS> 697
0
0
<COMMON> 963
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<SALES> 25,713
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