U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996.
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 0-14279
INTERCONTINENTAL TECHNOLOGIES GROUP, INC., NV
_________________________________________________________________
(Exact name of small business issuer as specified in its
charter)
Nevada 88-0199585
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1408 Pawnee Drive, Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
(310) 425-2376
(Issuer's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
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
The aggregate number of shares outstanding of the Issuer's Common
Stock, its sole class of common equity, was 5,191,593 as of
November 30, 1996.
This report consists of 15 pages.
Part 1
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE COMPANY
Background The Registrant was originally organized in 1966
for the purpose of seeking to acquire subsidiary businesses. The
discretion of the Registrant in acquiring such other businesses
was very broad.
On May 13, 1985 the Registrant acquired 100% of the
outstanding stock of Continental Connector Corp. (Continental) in
exchange for 2,200,000 shares of the Registrant's common stock.
Continental Co. is a Colorado corporation that was engaged in the
development, manufacture and marketing of a broad line of
multi-contact, precision, rack and panel card edge connectors.
Operations consisted primarily of the manufacture, processing,
and assembly of plated metal contacts, receptacles of various
types designed and molded by Continental from thermal setting
compounds and other products, into precision connectors.
From May 13, 1985 through June 30th of the year ended
December 31, 1993, the Company operated only in this line of
business. However, all manufacturing and marketing operations
related to the connector business ceased, as to Registrant, as of
June 30, 1993. On May 13, 1993 Registrant completed the sale of
certain machinery and equipment and inventory to PMC, Inc. a
private Delaware corporation having a diverse array of operations
in electronics and other businesses. In December, 1994,
Registrant sold the entirety of its remaining interest in the
subsidiary, Continental, to EFTS, Inc., of Florida. This sale
contained a contingent interest on the part of Registrant, which
resulted in income of $290,000 during February, 1996, when EFTS
disposed of the remainder of the inventory.
On August 15, 1993, Registrant changed its name from
Continental Connector Industries to Intercontinental Technologies
Group, Inc., shortened in normal usage to ITG. On August 23,
1993, Registrant also effected a 1 for 100 reverse stock split,
such that for each 100 shares of Continental Connector Industries
stock previously outstanding, a single share of new ITG stock
would be issued.
Current Operations
ITG Energy, Inc. Energy continued its oil production
business during the third quarter, selling approximately $14,000
of crude oil. No material changes occurred in its operations,
however, deferred well maintenance will result in lower outputs
for the end of the third quarter and initial months of the fourth
quarter.
International Semiconductor Investment
ITG currently owns 1,400,000 shares of the common stock of
International Semiconductor Corp., which is in the business of
producing gallium arsenide diodes for use in the high-tech
electronics industry, and is based in Migdal Haemek, Israel. ISC
is a Nevada corporation, publicly held, and currently trading on
the over-the-counter market. During the second quarter, ITG sold
200,000 shares of its holdings in ISC, receiving approximately
$499,000 in gross sales proceeds, which were booked as a profit,
since all ISC shares are carried on the Company's books at zero,
no valuation being available at their time of original
acquisition. At the time of the filing of this report, ISC has
been trading in the range of $0.75 to $1.25 per share.
Skysite Investment
During the first quarter, 1996, ITG entered into an
investment agreement with Skysite Communications Corporation
("Skysite"), a retail supplier of MSAT-1 satellite telephony
hardware and air time. From September of 1995 through March of
1996, AMSC (the owner/operator of the satellite) and Skysite
performed experimental test sales and airtime usage. Beginning
in April, 1996, Skysite began commercial equipment sales and
usage of the satellite. The operations of Skysite were described
extensively in the first quarter 10-QSB. Skysite's revenues and
expenses have generally risen from $8,700 during the first
quarter to approximately $50,000 per month during the third
quarter. The number of installed phones increased from 102 at
the end of the second quarter to 215 at the conclusion of the
third quarter. Skysite will commence billing for the accumulated
airtime during the fourth quarter, with over $50,000 in
collectible time amassed. Skysite negotiated and completed a
sale of over 40 telephones to the Boeing Corporation during the
third quarter, and anticipates subsequent equipment orders from
that company during the ensuing months.
Skysite has reduced its losses, on a monthly basis, but was
still unprofitable at the end of the third quarter. The company
estimates monthly losses through December, 1996, before achieving
breakeven, assuming fulfillment of all backlogged orders and an
average airtime utilization of 200 minutes per installed
telephone.
Global Technologies, Inc.
During April and May of 1996, ITG acquired a 25% interest in
Global Technologies, Inc. ("GTI"), a company which has as its
primary focus the introduction of American companies and
technologies into the recently democratic and capitalistic
country of Romania. ITG originally paid $60,000 in cash and
$90,000 in its capital stock for a 15% acquisition of GTI common
stock. ITG then exercised an option under the original agreement
to cancel the original indebtedness of GTI to ITG by having its
majority shareholder transfer an additional 10% of his stock to
ITG.
During the third quarter, ITG increased its participation in
GTI to a total capital holding of 48% of the common stock of GTI,
paying an additional $60,000 in cash, and commiting $30,000 in
ITG common stock, evaluated against trading values to occur
during the fourth quarter. ITG issued 40,000 shares of common
stock to Mr. Brocklesby on July 30, 1996.
GTI has signed commission agreements with Massey Fergusen, a
subsidiary of AGCO, USA in Atlanta, for the sale of farm
equipment to Romanian customers, and with Penske Equipment
Leasing, for sale of trucks and specialized road equipment. GTI
has representation agreements, for worldwide sales rights, with
several Romanian wineries and with Romanian interests seeking to
build grain elevators in-country.
During the third quarter, GTI entered into an agricultural
and related-industry joint managment and development agreement
with Mid-America Tradings Services, Inc., based in Kansas City,
Kansas. This entity is headed by Harlan Priddle, former
Secretary of Agriculture and Commerce for Kansas. Mr. Priddle
and the principals of GTI have made several trips to Romania, and
Mr. Priddle has now been appointed as the head of the
Romanian-American Agricultural Development committee, tasked with
the responsibility of bringing American agricultural technologies
and companies to Romania. The agreement with MITS gives them 49%
of the activities, related to agriculture, that result in
Romania.
GTI, in combination with MITS, entered into an agreement to
develop a large- scale grain depot and trans-shipment facility in
the port city of Constanza, Romania, and is currently locating
construction and financing partners for this $50,000,000 project.
During the third quarter, in anticipation of ITG's
developing relations with Sierra Leone's timber industry, GTI
entered into a timber distribution agreement with Guyana.
GTI operates out of office space at 2950 31st Street, in
Santa Monica, California, and currently employs 2 full-time and 2
part-time employees in the United States. GTI has several agents
functioning on a commission only basis in Romania, but no
full-time employees are located in Romania. As of September 30,
1996, GTI owed ITG approximately $5800 for provision of office
space and support services.
As of the end of the third quarter, GTI had no income and no
short-term prospects for income. A sale of agricultural
equipment by Massey-Fergusson, to occur in late 1996 or early
1997, is currently scheduled by the province of Galati in
Romania, and would entitle GTI to a commission of 3% of the gross
sales price of $15,000,000 ($450,000 if the sale occurs).
Business Development
Sierra Leone The newly democratized country of Sierra
Leone, located on the west coast of Africa, has solicited the
involvement of ITG in developing the natural resources and
aviation markets located in Sierra Leone. ITG has been
negotiating with the government, initially with respect to its
timber industry, and subsequently with respect to its
international airline and the airline facilities at the capitol
city of Freetown, to assist the government, by the formation of
economic partnerships, in improving, developing and marketing the
industries in which ITG becomes involved. Sierra Leone held its
first democratic election on March 26, 1996, ending a rebel
insurgency that had debilitated the country for the previous 5
years. The country is rated one of the 5 poorest in the world by
the World Bank.
On November 22, 1996, after several months of negotiation,
the government of Sierra Leone granted ITG a 60% partnership
interest in the Sierra Leone Forest Industries Corporation, the
other 40% of the company to remain owned by the national
government. ITG, in concert with the government, will upgrade
and repair the existing sawmill and production facilities
in-country, enhance the logging and crop management yields of
existing timber reserves, improve the nascent furniture industry,
and create export marketing opportunities for the output of these
various aspects of the timber industry.
ITG anticipates the need for approximately $1,000,000 in
investment in the corporate operations of the Sierra Leone Forest
Industries Corporation, to occur during the following 6 to 9
months, depending upon progress made in the repair and
refurbishment of the existing facilities and the ability of the
company to harvest, mill and sell its products.
Capital Resources and Liquidity of ITG
Operating Loans During the third quarter, ITG repaid an
additional $12,000 on its loans secured by the Gita Temple Ashram
Mortgage, with the balance at September 30 reduced to $190,842
on the "first" and remaining at $62,500 on the "second". ITG had
sufficient cash resources resulting from the sale of ISC stock to
satisfy all immediate creditors and commitments coming current
during the third quarter. Portions of the loan came due during
the third quarter and were extended by the respective note
holders for an additional six months.
Employee Stock Transactions Based upon services rendered during
the preceding years, one employee was granted long-term options
to acquire stock in the company. On July 10, 1996, Christopher
H. Dieterich, serving as corporate secretary and a director,
received options on 250,000 shares, exercisable at $1.00 per
share for a period of 5 years, with these rights immediately
vesting. On August 18, 1996, as a compensatory action for the
reference of and initial conclusion to the investment
opportunities in Sierra Leone, the company granted Anstalt Swiss
Investment Group, SA, a Bahamian company, option rights on
250,000 shares, at $1.00 per share, which rights would vest upon
the successful execution of a contract with Sierra Leone for
either timber or aviation industry joint venture opportunities.
As indicated in "Business Development" above, the first contract
was signed on November 22, 1996, and therefore, effective during
the fourth quarter, these options are fully vested. The officers
that have served the company for the previous 3 years remain
unpaid, and will defer any compensation until such time as the
company is in satisfactory financial condition.
Manufacturing The company has no manufacturing operations, and
has had none since the sale of the Continental Connector
subsidiary's operations during the summer of 1993.
Selling and Marketing Skysite continued its marketing plan and
increased its number of installed telephones. GTI, the Romanian
liaison company, has no formal marketing plan in existence. ITG
continued to operate the Ft. Lauderdale leasehold of Aero
Industries, with the existing long-term tenant in place. With
the advent of the relationships with Sierra Leone, the company
may develop marketing plans for the companies created and
operated within the Sierra Leone partnership environment. This
should occur no earlier than the fourth quarter.
Part II. Other Information
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Default 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 of Form 8-K
Exhibit 10.9 Contract with government of Sierra
Leone concerning the Forest Industries
Corporation, dated November 22, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
INTERCONTINENTAL TECHNOLOGIES
GROUP, INC.
(Registrant)
Dated: December 5, 1996
By: /s/ Robert M. Terry
Robert M. Terry, President
By: /s/ Robert M. Terry
Robert M. Terry, Treasurer
<PAGE> Intercontinental Technologies Group, Inc.
Unaudited Balance Sheet
September 30, 1996
ASSETS
Current assets:
Cash $ 68,500
Notes receivable - current portion 28,002
Accounts receivable, other 3,690
----------
Total current assets 100,192
Property and equipment, at cost, less
accumulated depreciation of $111,641 172,610
Notes receivable - non-current 594,527
Advances to stockholder 193,377
Advances to unconsolidated subsidiaries 426,047
Deposits 51,000
----------
1,537,753
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable 190,842
Accounts payable and accrued expenses 26,972
Advances from stockholder 127,900
---------
Total current liabilities 345,714
Notes payable - non-current 132,250
Stockholders' equity:
Common stock $.001 par value,
750,000,000 shares authorized,
5,191,593 shares issued and
outstanding 5,192
Additional paid-in capital 4,041,680
Accumulated deficit (2,987,083)
---------
1,059,789
---------
1,537,753
=========
See accompanying notes to financial statements.
<PAGE> Intercontinental Technologies Group, Inc.
Statements of Cash Flows
For the Three Months and Six Months Ended
September 30, 1996 and 1995
Nine Months Nine Months
Ended Ended
Sept 30, Sept 30,
1996 1995
------------ ------------
Net cash provided by (used in)
operating activities $ (330,430) $ (427,775)
Cash flows from investing activities
Collection of notes receivable 323,828 2,764
Advances to unconsolidated
subsidiaries (456,882)
Sale of investment securities 499,668
Purchase of Equipment ( 3,285)
------------ ------------
Net cash provided by (used in)
financing activities 363,329 0
Cash flows from financing activities:
Proceeds from notes payable 12,500 255,000
Repayment of notes payable (33,696)
Increase in stockholder loans 47,168 171,255
------------ ------------
Net cash provided by (used in)
financing activities 25,972 426,255
------------ ------------
Increase (decrease) in cash 58,871 ( 1,520)
Cash and cash equivalents,
beginning of period 9,629 11,648
------------ ------------
Cash and cash equivalents,
end of period $ 68,500 $ 10,128
============ ============
See accompanying notes to financial statements.
Intercontinental Technologies Group, Inc.
Statements of Operations
For the Three months and Nine Months Ended September 30,
1996 and 1995
<TABLE>
<C> <S> <S> <S> <S>
Nine Months Nine Months Three Mo.
Three Mo.
Ended Ended Ended
Ended
Sept 30, Sept 30, Sept 30,
Sept 30,
1996 1995 1996
1995
------------ ------------ ---------
- ---------
Sales $ 116,523 $ 125,105 33,438
38,211
Cost of sales 19,318 26,174 2,905
0
------------ ------------ ---------
- ---------
Gross profit (loss) 97,205 98,931 30,533
38,211
Other costs and expenses:
General and administrative 412,066 456,214 116,213
135,456
------------ ------------ ---------
- ---------
Income (loss) from operations (314,851) (357,283) (85,680) (
97,245)
------------ ------------ ---------
- ---------
Other income and (expense):
Gain from sale of investments 499,668 0 0
0
Interest income 30,913 42,750 9,712
14,250
Interest expense (40,990) 0 (14,332)
0
Equity in losses of
unconsolidated subsidiaries (206,335) 0 (82,023)
0
------------ ------------ ---------
- --------
283,256 0 (86,643)
0
------------ ------------ ---------
- --------
Income (loss) before income taxes ( 31,605) (357,283) (172,323) (
97,245)
Provision for income taxes 0 0 0
0
------------ ------------ ---------
- --------
Net income (loss) ( 31,605) (357,283) (172,323) (
97,245)
============ ============ =========
========
Earnings (loss) per share:
Net income (loss) $ (0.01) $ (0.09) (0.03)
(0.02)
============ ============ =========
========
Weighted average shares outstanding 5,178,260 4,081,593 5,160,482
4,081,593
============ ============ =========
========
</TABLE>
<PAGE>
Intercontinental Technologies Group, Inc.
Notes to Consolidated Financial Statements
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles 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 generally accepted accounting principles
for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included.
The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the full
year. The accompanying financial statements should be read in
conjunction with the Company's form 10-KSB filed for the year
ended December 31, 1995.
Income (loss) per share was computed using the weighted average
number of common shares outstanding.
during the nine months ended September 30, 1996, the Company
issued 100,000 shares of its restricted common stock to an
unrelated party in exchange for services rendered to the Company
valued at $10,000. Additionally, the Company issued 40,000
shares of its restricted common stock to an individual in
connection with its investment in Global Technologies, Inc.
(GTI), an unconsolidated equity method subsidiary. The shares
were valued at $120,000, an amount guaranteed to the individual
pursuant to the investment agreement.
During the nine month period, the Company issued an additional
$12,500 of secured notes for cash. The notes are secured by the
Company's long-term note receivable. Additionally the Company
received cash advances from an unconsolidated subsidiary of
$107,500 and made cash advances to its parent of $60,322.
The Company sold 200,000 shares of International Semiconductor
Corp. (ISC) for net proceeds of $499,668. The Company's
investment in ISC fell to less than 20% of the outstanding common
stock of ISC, however, the investment continues to be accounted
for using the equity method of accounting since the Company's
officers, directors and shareholders exert a significant degree
of control over the management of ISC.
The Company made cash investments of an aggregate of $456,882 in
cash and $120,000 in common stock to unconsolidated equity method
subsidiaries during the nine month period. The Company recorded
an aggregate of $206,335 as its share of the operating losses of
these subsidiaries for the corresponding period.
The Company collected $286,000 due from the sale of the assets of
its former subsidiary, Continental Connector Corp. during the
period.
Exhibit 10.9
MEMORANDUM OF UNDERSTANDING
Sierra Leone Forest Industries Corporation
The parties to this memorandum are the Government of Sierra
Leone ("Government") and Intercontinental Technologies Group,
Inc. ("ITG").
The purpose of this agreement is to establish the joint
venture relationship between ITG and the Government for
development and management of the Forest Industries Corporation,
to be modernized and enhanced by the parties for provision of
forestry management, reforestation, logging, trans-shipment of
logs, sawing and milling of the forestry products, creation of a
finishing and finished goods industry, as necessary, and
development and enhancement of sales, both for export and within
Sierra Leone.
1.0 Organization
The parties will create a joint venture company, the
ultimate purpose of which is to operate the Forest Industries
Corporation (the "Company"). A company structure is already in
existence, comprised of existing timber rights throughout the
country, a sawmill and finishing plant, located in Kenema.
Initially, ITG will be responsible for the organization and
general management of the acquisition of suitable replacement and
expansion equipment for the existing mill and transportation
fleet, to include additional capability in the field to harvest
the timber, and the repair and updating of any equipment capable
of being salvaged.
Once the logging and milling operations have been upgraded,
the Company will endeavor to increase its exports and supplement
the various industries located within Sierra Leone that are in
finishing and wholesale usage business reliant upon the sawmill
and its products. The Company will also repair and improve the
power plant associated with the existing mill works.
This company will be formed under the laws of Sierra Leone
and will be administered in compliance with all government
regulations applicable to companies owned in part by the
government.
2.0 Capitalization of Company
The initial allocation of interests in the company will be
60% to ITG, and 40% to the Government. Neither party will
contribute any immediate operating capital to the venture until
such time as more definitive plans have been formulated for the
approach to this Forest Industries project and the capital needs
are agreed upon by the parties. It is the intent of the parties
that the initial contribution of the parties will be in the form
of credit guarantees for purposes of such financing. ITG will
contribute its expertise and management staff, at no initial
charge, until such time as a financial plan has been established
with a lending institution and a suitable business plan has been
accepted by financial institutions providing the cash capital to
complete the project and initial management.
3.0 Scope and Duration of Company
The company will have an unlimited lifespan
4.0 Performance
The parties believe that the sequence of performance should
be as follows:
4.1 Analyze the needs existing for equipment at the
sawmill, in the field, and for transportation between the field
and the mill. Further analysis of the co-located powerplant will
also be undertaken for determination of necessary repairs and
capital improvements to the power plant.
4.2 Determine the most appropriate equipment and equipment
vendors for satisfaction of the initial requirements and commence
the bidding process to select final vendors and maintenance
companies.
4.3 Determine the time-line for equipment acquisition,
mainteannce staffing and training, expansion of milling
capabilities, commitments and delivery of product for export, and
long-term expansion goals.
4.4 The Company will also provide the necessary marketing,
engineering and management personnel at the port for expediting
export of the Company's various products. ITG will develop and
manage world-wide exports for the Company.
4.5 Work with various internal and international financing
resources for purposes of securing the necessary loans for each
phase of the Company's improvement and expansion.
4.6 Coordinate and oversee the development of the entire
timber industry under the control of the Company, liaise with the
financial community during all phases and remain in constant
contact with the Government concerning progress.
5.0 Compensation
ITG and the Government, to the extent that either or both
provides individual agents or employees whose services are
dedicated to the project, will be reimbursed for the costs of
these agents and employees at normal market rates as if these
personnel were hired from outside sources and not from either of
the parties. The operation of the Company will provide for
salaries for all requisite personnel of the Company prior to any
distribution of profits.
The Company will reimburse ITG employees and agents for
their time, travel and accommodation expenses while working on
behalf of the project. Any special expenses that become
necessary will be pre-approved by the Government prior to their
contracting by ITG.
6.0 Governmental Action
The Government shall obtain and provide a governmental
decree or act (Decision or Governmental Order) which will
establish:
6.1 The right of ITG, on behalf of the Company, to
represent the Company and/or the joint venture company, in
negotiations to accomplish the goals set forth in Section 4
above. This will include the exclusive concession in lumbering
of trees within the country.
6.2 After the implementation stage, the assurance of a
five-year regime of exemption from customs taxes and other
imposts for all imports destined to accomplish the cooperative
effort for the benefit of the Company, and an exemption from any
other property, income or similar taxes imposed against the
Company.
6.3 Liaison with the Central Bank of Sierra Leone for
purposes of financing requirements of the Company, pursuant to
plans pre-approved by the Government.
6.4 The aid of the Government for purposes of liaison with
all foreign powers in negotiating exports into and out of the
various countries involved.
6.5 The aid of the Government in expediting all necessary
approvals and customs requirements for purposes of exports from
the country.
7.0 Financial Commitments
The parties agree that the Company will assume the debts of
the existing timber company and sawmill, however these debts will
not be in excess of US $100,000 (10,000,000 Leone).
THEREFORE, the parties have agreed and signed by mutual consent
the provisions of this Memorandum of Understanding, assuming its
execution by all parties, and based upon the represented mandates
and conditions established for each of the parties.
GOVERNMENT OF SIERRA LEONE
By: /s/ Vice-President of Sierra Leone
November 22, 1996
INTERCONTINENTAL TECHNOLOGIES GROUP, INC.
By: /s/ Robert M. Terry
Robert M. Terry,
Chairman and President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 68500
<SECURITIES> 0
<RECEIVABLES> 31692
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 100192
<PP&E> 284251
<DEPRECIATION> 111641
<TOTAL-ASSETS> 1537753
<CURRENT-LIABILITIES> 345714
<BONDS> 190842
<COMMON> 5192
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1537753
<SALES> 116523
<TOTAL-REVENUES> 116523
<CGS> 19318
<TOTAL-COSTS> 19318
<OTHER-EXPENSES> 412066
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 40990
<INCOME-PRETAX> (31605)
<INCOME-TAX> 0
<INCOME-CONTINUING> (31605)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (31605)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
