<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1995
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 0-14932
SCS/Compute, Inc.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 431228297
- ------------------------------- ---------------------------------
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
2252 Welsch Industrial Ct. Bldg. A, St. Louis, MO 63146
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (314) 997-7766
- --------------------------------------------------------------------------------
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days Yes X No .
------ ------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: Par value $0.10 per share,
on December 11, 1995: 2,571,977
<PAGE> 2
SCS/COMPUTE, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
(Amounts in Thousands)
<TABLE>
<CAPTION>
October 31 January 31,
1995 1995
---- ----
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents........................... $ 1,057 $ 1,844
Accounts receivable, less allowance for doubtful
accounts; October 1995-$444, January 1995-$338..... 2,866 1,625
Deferred income taxes............................... 3,835 600
Inventory .......................................... 90 85
Prepaid expenses.................................... 907 129
-------- --------
Total current assets............................... 8,755 4,283
PROPERTY AND EQUIPMENT-Net of accumulated
depreciation of $4,706 and $4,230 respectively...... 924 1,175
DEFERRED INCOME TAXES................................ 3,050 3,050
OTHER ASSETS
Software development costs (net).................... 5,500 4,329
Purchased customer contracts (net).................. 717 310
Excess cost over net assets acquired (net).......... 3,920 4,237
Other............................................... 413 327
-------- --------
Total other assets................................. 10,550 9,203
TOTAL ASSETS....................................... $ 23,279 $ 17,711
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt................ $ 1,430 $ 1,250
Accounts payable.................................... 1,038 1,271
Accrued wages and commissions....................... 342 832
Sales taxes payable................................. 723 772
Other accrued expenses.............................. 214 154
Deferred revenue.................................... 12,967 465
-------- --------
Total current liabilities.......................... 16,714 4,744
LONG-TERM DEBT....................................... 7,680 8,750
STOCKHOLDERS' EQUITY................................. (1,115) 4,217
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY......... $ 23,279 $ 17,711
======== ========
</TABLE>
See Notes to Condensed Financial Statements
2
<PAGE> 3
SCS/COMPUTE, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(Amounts in Thousands Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
October 31, October 31,
------------------ -----------------
Percent Percent
1995 1994 Change 1995 1994 Change
---- ---- ------- ---- ---- -------
<S> <C> <C> <C> <C> <C> <C>
REVENUES................................................ $ 1,444 $ 1,382 4.5% $ 3,042 $ 2,916 4.3%
COST OF REVENUES
Cost of software revenues............................ 214 166 28.9% 485 394 23.1%
Selling commissions.................................. 134 112 19.6% 215 209 2.9%
Amortization of software development costs........... 216 283 -23.7% 654 849 -23.0%
------- -------- -------- --------
Total cost of revenues............................ 564 561 0.5% 1,354 1,452 -6.7%
GROSS INCOME............................................ 880 821 -7.2% 1,688 1,464 15.3%
OPERATING EXPENSES
Selling, general and administrative expenses......... 1,503 1,483 1.3% 4,804 4,267 12.6%
Software update and maintenance expenses............. 1,268 1,143 10.9% 3,233 3,082 4.9%
Provision for doubtful accounts...................... 84 150 -44.0% 276 400 -31.0%
Amortization and depreciation........................ 316 375 -15.7% 1,013 1,147 -11.7%
------- -------- -------- --------
Total operating expenses.......................... 3,171 3,151 0.6% 9,326 8,896 4.8%
OPERATING LOSS (2,291) (2,330) -1.7% (7,638) (7,432) 2.8%
Interest income...................................... (21) (21) 0.0% (84) (40) 110.0%
Interest expense..................................... 228 266 -14.3% 740 971 -23.8%
------- -------- -------- --------
Net interest expense.............................. 207 245 -15.5% 656 931 -29.5%
LOSS BEFORE INCOME TAXES................................ (2,498) (2,575) -3.0% (8,294) (8,363) -0.8%
CREDIT FOR INCOME TAXES................................. (974) (1,004) -3.0% (3,235) (3,261) -0.8%
======= ======== ======== ========
NET LOSS................................................ (1,524) (1,571) -3.0% (5,059) (5,102) -0.8%
======= ======== ======== ========
LOSS PER SHARE
Net loss............................................. $ (0.62) $ (0.64) -3.2% $ (2.04) $ (2.03) 0.5%
======= ======== ======== ========
WEIGHTED AVERAGE SHARES OUTSTANDING..................... 2,564 2,564 0.0% 2,564 2,564 0.0%
======= ======== ======== ========
</TABLE>
3
<PAGE> 4
SCS/COMPUTE, INC
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
October 31,
------------------
1995 1994
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss............................................ $ (5,059) $ (5,102)
Items not requiring (providing) cash:
Depreciation ..................................... 536 670
Amortization...................................... 1,132 1,326
Deferred income tax............................... (3,235) (3,261)
Loss on disposal of fixed and intangible assets... 0 (16)
Changes in:
Accounts receivable............................... (1,241) (242)
Prepaid expenses.................................. (778) (938)
Inventory......................................... (5) 49
Accounts payable and accrued expenses............. (712) (1,484)
Deferred revenue.................................. 12,502 11,554
Other............................................. (86) 11
-------- --------
Net cash provided from operating activities...... 3,054 2,567
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment............... (283) (73)
Proceeds on sale of fixed assets.................... 0 19
Customer list purchased............................. (567) 0
Acquisition of software............................. (163) 0
Software development costs.......................... (1,663) (809)
-------- --------
Net cash used in investing activities............ (2,676) (863)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of debt..................................... (1,250) (999)
Payment of cash dividends........................... (304) 0
Additional borrowings............................... 360 700
Issuance of common stock............................ 29 0
Debt restructuring costs............................ 0 (162)
-------- --------
Net cash used in financing activities............ (1,165) (461)
-------- --------
INCREASE IN CASH AND CASH EQUIVALENTS............... (787) 1,243
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD............................................ 1,844 855
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD............ $ 1,057 $ 2,098
======== ========
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
As more fully discussed in Note 4, on April 30, 1994 the Company converted
$3.5 million in outstanding principal balance on its senior secured note to
100,000 shares of preferred stock.
See Notes to Condensed Financial Statements
4
<PAGE> 5
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1: General
In the opinion of management, the accompanying unaudited condensed
financial statements of SCS/Compute, Inc. contain all adjustments necessary to
present fairly the results of operations and cash flows for the three and nine
months ended October 31, 1995 and 1994, and the financial position at October
31, 1995 and January 31, 1995. Unless otherwise noted, all interim adjustments
included in the above referenced financial statements are of a normal recurring
nature.
These condensed financial statements should be read in conjunction with
the financial statements and notes thereto for the fiscal years ended January
31, 1995, 1994, and 1993 included in the Company's Form 10-K.
NOTE 2: Line of credit
The Company has an unsecured demand $1.0 million line of credit with a
related party that bears an interest rate of 9.0% per annum and matures on June
1, 1996. The line of credit may be canceled by either party at any time and
there is no assurance that funds will be available if or when needed. As of
December 11, 1995, no draws had been made on the line of credit.
NOTE 3: Long-term debt
Long-term debt consists of:
<TABLE>
<CAPTION>
OCTOBER 31, 1995 JAN 31, 1995
(unaudited)
<S> <C> <C>
10.0% senior note $ 8,750,000 $10,000,000
Less current portion (1,250,000) (1,250,000)
Other (see Note 4) 180,000 0
----------- -----------
$ 7,680,000 $ 8,750,000
=========== ===========
</TABLE>
On October 31, 1995, the Company had $8,750,000 outstanding under a senior
note agreement that carries an interest rate of 10.0% per annum. The senior
note is secured by all Company assets. The terms of the note require monthly
interest payments, permit prepayments at a premium, and provide for covenants
and restrictions on operating performance, investments, acquisitions, mergers,
leases and dividends. The first scheduled note payment was made July 10, 1995.
The remaining note balance is scheduled to be repaid according to the following
schedule:
<TABLE>
<S> <C>
July 10, 1996 $ 1,250,000
July 10, 1997 $ 1,250,000
July 10, 1998 $ 1,250,000
July 1, 1999 $ 5,000,000
</TABLE>
5
<PAGE> 6
NOTE 4: Preferred stock
On April 30, 1994, the Company converted $3.5 million in outstanding principal
on its senior note into 100,000 shares of preferred stock with a par value of
$.10 per share and a cumulative 7% dividend. The dividends may be paid in cash,
additional shares of preferred stock, or a combination of cash and preferred
stock. On October 31, 1995, cumulative dividends in arrears were approximately
$54,000. Pursuant to the terms of the agreement, the Company made the first
cumulative dividend payment on May 10, 1995. Subsequent to that date,
dividends have been paid quarterly.
Upon any liquidation of the Company, the preferred stock carries
preference over common stock at a rate of $35 per share. The lender has the
right at any time to convert the preferred stock to 33% of the then outstanding
shares of common stock of the Company. The Company has the right to redeem the
preferred stock until July 1, 1999 at a premium of 18% per annum over its
liquidation value, and the common stock into which the preferred stock may be
converted, at a premium of 25% per annum after the date of conversion.
NOTE 5: Acquisitions
On September 27, 1995, the Company acquired a customer list and assumed
certain liabilities of RAM Software, Inc. an Oregon corporation that provided
tax software applications to professional tax preparers. The acquisition was
accounted for as a purchase. The purchase price included obligations of
approximately $200,000, including assumed liabilities of approximately $50,000
at closing. Two additional payments of $180,000 plus interest at a rate of
8.4% per annum are due September 27, 1996 and September 27, 1997.
On October 27, 1995, SCS purchased certain assets of SaLT Solutions, Inc.,
a Washington corporation that provided Windows-based sales tax software
applications to businesses who face compliance demands imposed by state and
local taxing jurisdictions. The acquisition was accounted for as a purchase.
The purchase price included payments at closing of $40,000, a payment of
$90,000 due May 15, 1996 and the issuance of 8,000 shares of SCS/Compute, Inc.
common stock.
6
<PAGE> 7
NOTE 6: Stockholders' equity
Stockholders' equity consists of:
<TABLE>
<CAPTION>
October 31, 1995 Jan 31, 1995
(unaudited)
<S> <C> <C>
Preferred stock $ 10,000 $ 10,000
Common stock 309,000 308,000
Additional paid-in
capital 9,874,000 9,845,000
Accumulated deficit (8,869,000) (3,507,000)
------------ -----------
1,324,000 6,656,000
Treasury stock (2,439,000) (2,439,000)
------------ -----------
$ (1,115,000) $ 4,217,000
============ ===========
</TABLE>
NOTE 7: Income taxes
For the quarter and nine months ended October 31, 1995, a benefit for
income taxes has been recorded at statutory rates. Pursuant to the guidance of
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for
Income Taxes," on October 31, 1995 the Company has recorded a net deferred tax
asset of $6.9 million, including $3.2 million that represents the tax benefit
related to the pre-tax loss incurred for the nine months ended October 31,
1995. The Company's ability to realize the net deferred tax asset depends upon
the Company's ability to meet management's projected operating results. At
this time, management believes that the Company is more likely than not to meet
or exceed these projections. If at any time management believes that the
projections are unattainable, the valuation reserve for the Company's net
deferred tax asset will be adjusted accordingly.
NOTE 8: Earnings per share
Earnings per share are computed based upon the weighted average number of
shares of common stock and common stock equivalents outstanding during the
period, except when antidilutive. For the three and nine month periods ended
October 31, 1995, the net loss has been increased by approximately $61,000 and
$183,000 respectively, representing cumulative dividends earned on the
Company's preferred stock. For the three and nine months ended October 31, 1994
the net loss was increased by approximately $51,000 and $112,000 respectively,
representing cumulative dividends earned on the Company's preferred stock.
7
<PAGE> 8
PART I
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
SCS/Compute, Inc. ("SCS" or "the Company") provides integrated software
solutions and associated services designed to improve the productivity of its
customers, approximately 10,000 firms of accounting and tax professionals. The
Company's tax products, Tax Machine(R) and LMS/Tax(TM), offer systems that
integrate tax preparation, tax planning, depreciation and client management
into one software product. Both products support a wide range of customers
with capabilities to handle extremely complex individual and business tax
returns, and can be used in either single or multi-user configurations. The
Company also offers a line of accounting products. Datawrite(R) is a client
accounting general ledger and financial statement reporting software product
designed to produce financial statements and specialized management reports for
an unlimited number of diversified client businesses. The Datawrite product
family includes add-on modules for payroll processing, fixed asset management,
business ratio analysis, remote data entry, and file importation with full
integration to the SCS tax products.
INTERIM RESULTS VS. THE SCS BUSINESS CYCLE
During interim quarters, SCS's results as reported on its statements of
operations and balance sheets do not accurately portray its business cycle.
Although tax software orders and payments are received throughout the year,
generally accepted accounting principles require that the related revenues be
deferred until the software is shipped. Since the Company began offering its
tax software products, shipments of these products have consistently occurred
during the Company's fourth quarter ending January 31. Accordingly, the
Company has historically recorded more than 80% of its annual software revenues
in its fourth quarter. Most of SCS's expenses, however, are incurred ratably
throughout the year and must be recorded as period costs. As a result of this
timing of revenue and expense recognition, SCS has historically recognized net
losses in interim quarters and net income in its fourth quarter.
Therefore, reported results from operations during interim quarters are not
necessarily indicative of operations for an entire year. Based upon the
Company's current tax software revenue and expense recognition policies,
management expects this accounting cycle to continue into the future.
As a result of the Company's revenue and expense recognition policies, it is
beneficial in interim quarters to analyze results from operations on a trailing
twelve month basis. The table below presents trailing twelve month information
for the twelve months ended October 31, 1995 and 1994 (unaudited in thousands):
8
<PAGE> 9
<TABLE>
<CAPTION>
October 31, 1995 October 31, 1994 Change
<S> <C> <C> <C>
Revenues $18,335 $ 16,921 $1,414
Gross Income 14,304 12,958 1,346
Operating Income 1,301 (438) 1,739
Pretax income (loss) 411 (1,778) 2,189
</TABLE>
ACQUISITIONS
During the quarter ended October 31, 1995, the Company completed two
acquisitions (see Note 5 of the Company's Condensed Financial Statements). The
acquisition of RAM Software, Inc.'s tax software customer base, which generated
approximately $400,000 of annual revenues in 1994 under prior ownership, is
expected to contribute to both revenues and earnings per share in the Company's
fourth quarter of the current fiscal year. The acquisition of certain assets
of SaLT Solutions, Inc. are not expected to contribute revenues or earnings per
share in the current fiscal year.
PRODUCT INTRODUCTIONS
In December 1995, the Company began shipping SCS Client Books (TM), a
Windows-based integrated suite of general accounting modules designed for small
business use. SCS Client Books (TM) tightly integrates with Datawrite (R), the
client accounting general ledger and financial statement reporting product
which the Company provides to an existing base of over 3,000 professional
accounting firms. The new Windows-based client products will be distributed by
the Company's existing customer base who can offer small business clients
professional accounting experience and expertise while business owners focus on
the day to day management of their businesses. The Company expects SCS Clients
Books (TM) to contribute between $100,000 and $200,000 of revenues in the
fourth quarter of the current fiscal year.
During the fourth quarter of the current fiscal year, the Company plans to
release a beta version of its Windows-based tax compliance software. This
product has been in development since June 1994. The Company plans to begin
marketing this product in the spring of 1996.
OPERATING RESULTS
For the quarter and nine months ended October 31, 1995, recognized revenues
increased 4.5% to $1.4 million, and 4.3% to $3.0 million respectively, from
prior year levels. Total software orders received in the nine month period,
including deferred software orders, increased by 7.4% to $15.5 million from
$14.5 million last year. Deferred revenues as of October 31, 1995, which
consist primarily of orders and prepayments from tax software customers that
will be recognized as revenues when the products are shipped in the fourth
quarter, were $13.0 million compared with $12.2 million a year earlier.
Customer retention rates are currently approaching and are expected to reach
historic levels of approximately 90% by the end of the fiscal year. Full year
revenue growth for the year ended January 31, 1996, will also benefit from the
fourth quarter contribution
9
<PAGE> 10
from the acquisition of RAM Software, Inc.'s tax software customer base, the
introduction of SCS Client Books (TM), and other new accounting product
offerings.
Cost of revenues for the quarter was flat versus the comparable period last
year. For the nine month periods, cost of revenues decreased by 6.7% to $1.4
million. The nine month reduction was primarily attributable to lower
amortization of software development costs. Approximately $3.0 million of
software costs capitalized by the Company in a 1988 acquisition became fully
amortized during the prior year.
Total operating expenses for the quarter was flat versus the comparable period
last year. For the nine month periods, operating expenses increased 4.8% to
$9.3 million. Increased professional and settlement fees, sales, marketing and
software update and maintenance expenses were partially offset by a decline in
bad debt, amortization and depreciation expenses.
During the nine month period, the Company capitalized $1,663,000 of software
development costs in accordance with SFAS No. 86 "Accounting for Costs of
Computer Software to be Sold or Otherwise Marketed," compared to $809,000 in
the comparable period of the prior year. Increased capitalization in the
current period reflects the Company's commitment to expanding its core
DOS-based products and to developing new Windows(TM) based tax and accounting
software for the professional accounting firm market. (see Product
Introductions)
Lower debt levels in both the current quarter and nine month period contributed
to a 15.5% and 29.5% decline in net interest expense comparisons respectively.
The Company restructured its senior note agreement effective April 30, 1994
(See Notes 3 and 4 of the Company's Condensed Financial Statements).
As more fully discussed in Note 7 of the Company's Condensed Financial
Statements, a benefit for income taxes was recorded at statutory rates for the
quarters and nine month periods ended October 31, 1995 and 1994. The net loss
was virtually unchanged from prior year levels at $1.5 million for the quarter
and $5.1 million for the nine month period.
LIQUIDITY AND CAPITAL RESOURCES
In line with prior year interim quarters, the Company had a negative working
capital position at October 31, 1995. Current assets included the $3.2 million
credit for income taxes resulting from this year's seasonal nine month loss
while current liabilities included $13.0 million in deferred revenues, most of
which will be recognized as revenues in this year's fourth quarter when tax
software is shipped. The Company expects to eliminate substantially all of its
negative working capital in the fourth quarter when the deferred revenue is
recognized.
On October 31, 1995, cash and cash equivalents were $1.1 million versus $2.1
million on October 31, 1994. During the nine month period, the Company
generated $3.1 million in cash from operations compared to $2.6 million in the
prior year. Increased software orders (deferred revenues) and reduced payments
for accounts payable more than offset higher accounts receivable balances and
lower depreciation and amortization. Cash used in investing activities
increased to
10
<PAGE> 11
$2.7 million from $863,000 last year. The $1.8 million increase is the result
of an increase in capitalization of software development of $854,000, an
increase in customer list and product acquisition costs of $730,000 and an
increase in property and equipment expenditures of $211,000. Cash used in
financing activities increased to $1.2 million from $461,000 due to this year's
second quarter scheduled $1,250,000 payment on long-term debt and $304,000 in
dividends paid year to date to the Company's preferred stockholder. In the
prior year period, the Company made $700,000 in draws and $1.0 million in
payments on its line of credit, and incurred $162,000 in direct costs related
to the issuance of preferred stock in conjunction with the restructuring of its
senior note agreement.
Historically, the Company has financed its working capital and capital
expenditure requirements from operating cash flow, trade credit and borrowings
from lending institutions.
Outlook
The Company is on target to deliver its tax and accounting software products in
a timely manner in the fourth quarter, and in fact, began shipment of these
products in November 1995. Revenue growth comparisons for fiscal 1995, as
indicated by software orders which were up 7.4% at October 31, reflect high
customer retention rates. Full year revenues should also benefit from fourth
quarter contributions from the acquisition completed in September and new
accounting product introductions. Increases in operating expenses in fiscal
1995 will be partially offset by reductions in amortization, depreciation and
net interest expense of approximately $700,000. Consequently, the Company
expects earnings per share in fiscal 1995 to be higher than the $.14 per share
reported in fiscal 1994.
11
<PAGE> 12
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedule p. 14
(b) No reports on Form 8-K were filed by the Company during the quarter ended
October 31, 1995.
12
<PAGE> 13
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.
SCS/Compute, Inc.
------------------------------
(Registrant)
December 11, 1995
--------------------------- ------------------------------
(Date) Robert W. Nolan, Sr.
Chairman
December 11, 1995
--------------------------- ------------------------------
(Date) Charles G. Wilson
Executive Vice President,
Finance and Administration
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-START> FEB-01-1995
<PERIOD-END> OCT-31-1995
<CASH> 1,057
<SECURITIES> 0
<RECEIVABLES> 3,310
<ALLOWANCES> 444
<INVENTORY> 90
<CURRENT-ASSETS> 8,755
<PP&E> 5,630
<DEPRECIATION> 4,706
<TOTAL-ASSETS> 23,279
<CURRENT-LIABILITIES> 16,714
<BONDS> 7,680
<COMMON> 309
0
10
<OTHER-SE> (1,434)
<TOTAL-LIABILITY-AND-EQUITY> 23,279
<SALES> 3,042
<TOTAL-REVENUES> 3,042
<CGS> 1,354
<TOTAL-COSTS> 1,354
<OTHER-EXPENSES> 9,050
<LOSS-PROVISION> 276
<INTEREST-EXPENSE> 656
<INCOME-PRETAX> (8,294)
<INCOME-TAX> (3,235)
<INCOME-CONTINUING> (5,059)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,059)
<EPS-PRIMARY> (2.04)
<EPS-DILUTED> (2.04)
</TABLE>
