<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 June 30, 1997
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: 0-19960
Datawatch Corporation
(Exact name of registrant as specified in its charter)
Delaware 02-0405716
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
234 Ballardvale Street, Wilmington Massachusetts 01887
(Address of principal executive offices) (Zip Code)
(508) 988-9700
(Registrant's telephone number, including area code)
None
(Former name, former address, 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
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date:
Class Outstanding at August 1, 1997
Common stock, $.01 par value 9,112,780
<PAGE>
DATAWATCH CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page #
a) Consolidated Condensed Balance Sheets: 3
June 30, 1997 and September 30, 1996
b) Consolidated Condensed Statements of Operations: 4
Three Months Ended June 30, 1997 and 1996
Nine Months Ended June 30, 1997 and 1996
c) Consolidated Condensed Statements of Cash Flows: 5
Nine Months Ended June 30, 1997 and 1996
d) Notes to Unaudited Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings *
Item 2. Changes in Securities *
Item 3. Default upon Senior Securities *
Item 4. Submission of Matters to a Vote of Security Holders *
Item 5. Other Information *
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES
* No information provided due to inapplicability of item.
<PAGE>
<TABLE>
PART I.
Item 1. Financial Statements
DATAWATCH CORPORATION AND SUBSDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<CAPTION>
June 30, September 30,
1997 1996
ASSETS (Unaudited) (Audited)
<S> <C> <C>
CURRENT ASSETS:
Cash and equivalents $ 1,503,206 $ 1,696,349
Short-term investments 496,399 792,665
Accounts receivable, net 7,831,542 7,767,748
Inventories 857,977 480,758
Prepaid advertising and other expenses 2,082,129 1,264,798
Total current assets 12,771,253 12,002,318
PROPERTY PLANT & EQUIPMENT:
Property and equipment 4,303,932 3,534,759
Less accumulated depreciation
and amortization (2,300,147) (1,737,733)
Net property and equipment 2,003,785 1,797,026
OTHER ASSETS 316,696 400,062
EXCESS OF COST OVER NET ASSETS
OF ACQUIRED COMPANIES 1,571,480 1,041,165
TOTAL ASSETS $ 16,663,214 $ 15,240,571
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,130,733 $ 2,914,952
Accrued expenses 1,468,634 1,063,129
Deferred revenue 2,017,451 1,946,473
Borrowings under credit lines 636,806
Current portion of long-term debt 397,260 230,501
Total current liabilities 7,014,078 6,791,861
LONG-TERM DEBT 1,485,698 209,824
TOTAL LIABILITIES 8,499,776 7,001,685
SHAREHOLDERS' EQUITY:
Common stock 91,090 89,659
Additional paid-in capital 19,728,734 18,665,402
Accumulated deficit (11,466,693) (10,538,117)
Common stock held in treasury (140,388)
Cumulative translation adjustment (49,305) 21,942
Total shareholders' equity 8,163,438 8,238,886
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 16,663,214 $ 15,240,571
See notes to unaudited consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
Item 1. Financial Statements (continued)
DATAWATCH CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
NET SALES $7,607,939 $8,026,996 $24,024,311 $22,323,962
COSTS AND EXPENSES:
Cost of sales 1,488,181 1,291,616 4,403,260 3,446,532
Engineering & product
development 789,899 645,095 2,104,635 1,716,817
Selling, general and
administrative 6,737,419 5,378,981 18,398,343 16,344,533
INCOME (LOSS) FROM
OPERATIONS (1,407,560) 711,304 (881,927) 816,080
INTEREST EXPENSE (55,497) (21,849) (106,376) (64,332)
OTHER INCOME,
primarily interest 15,643 2,592 36,226 38,034
FOREIGN CURRENCY
TRANSACTION GAIN (LOSS) 10,623 (1,051) 23,501 7,109
PROVISION FOR INCOME TAX (10,407) (13,560)
NET INCOME(LOSS) $(1,436,791) $ 680,589 $ (928,576) $ 783,331
NET INCOME (LOSS)
PER COMMON SHARE $ (.16) $ .08 $ (.10) $ .09
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES AND
COMMON EQUIVALENT
SHARES OUTSTANDING 9,070,271 8,963,598 9,064,505 8,891,748
See notes to unaudited consolidated financial statements.
</TABLE>
<PAGE>
Item 1. Financial Statements (continued)
DATAWATCH CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
[CAPTION]
NINE MONTHS ENDED
June 30,
1997 1996
[S] [C] [C]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) from continuing operations $ (928,576) $ 783,331
Adjustments to reconcile net income to net cash:
Depreciation and amortization 1,030,426 679,345
Changes in current assets and liabilities:
Inventories (156,354) (54,734)
Prepaid advertising and other expenses (793,466) (69,575)
Accounts receivable 332,008 (1,838,559)
Accounts payable and accrued expenses (262,277) (604,218)
Deferred revenue 70,978 31,119
Net cash used in operating activities (707,261) (1,073,291)
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to equipment and fixtures (616,656) (384,719)
Proceeds from maturity of short-term investments 1,423,848 1,870,730
Purchase of short-term investments (1,127,582) (1,627,254)
Acquisition of Guildsoft Holdings Ltd., net of
working capital acquired 19,833
Other assets 112,240 (21,962)
Net cash used in investing activities (188,317) (163,205)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 18,125 910,410
Proceeds from bank term loan 1,500,000
Principal payments on long-term obligations (178,884) (246,468)
Borrowings under credit lines, net (636,806) 619,270
Net cash provided by financing activities 702,435 1,283,212
NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS (193,143) 46,716
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 1,696,349 876,802
CASH AND EQUIVALENTS, END OF PERIOD $ 1,503,206 $ 923,518
See notes to unaudited consolidated financial statements.
[/TABLE]
<PAGE>
Item 1. Financial Statements (continued)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation: The consolidated condensed balance sheet
as of June 30, 1997 and the consolidated condensed statements of
operations for the three months and nine months ended June 30, 1997
and 1996, and the consolidated condensed statements of cash flows for
the nine months ended June 30, 1997 and 1996 are unaudited. In the
opinion of management these statements include all adjustments
necessary for the fair presentation of the financial data for such
periods. The results of operations for the interim periods are not
necessarily indicative of the results to be expected for the full
year. These financial statements should be read in conjunction with
the Company's audited financial statements for the year ended
September 30, 1996 which appear in the Company's Form 10-K.
2. Inventories: The Company accounts for its inventories using a
standard cost methodology. Inventories were comprised of the
following:
June 30, September 30,
1997 1996
Raw materials $ 343,524 $ 218,615
Work in process 2,639 2,458
Finished goods 511,814 259,685
--------- ---------
TOTAL $ 857,977 $ 480,758
3. Acquisitions: On November 7, 1996, the Company acquired all of
the outstanding capital stock of Guildsoft Holdings Limited
("Guildsoft"), a United Kingdom based software distributor, in
exchange for an aggregate of 125,000 shares of the Company's common
stock, with 12,500 of such shares held in escrow for contingent
liabilities. The acquisition was accounted for as a purchase and as
such, the $933,532 difference between the fair value of the assets
acquired and the consideration was recorded as goodwill.
On November 21, 1996 and in connection with the settlement of certain
contingent liabilities of WorkGroup Systems Limited, a wholly owned
subsidiary of the Company ("WorkGroup"), the company redeemed 32,052
shares of its common stock that were previously held in escrow in
connection with the Company's acquisition of WorkGroup in March 1996.
Accordingly, $140,388 was recorded as treasury stock.
4. Long-term Debt: During the quarter ended March 31, 1997
DATAWATCH paid down its overdraft facilities with a $1,500,000 term
loan which calls for monthly principal payments beginning in March
1998 and ending in February 2001. This term loan bears interest at
1.5% above the prime rate, is collateralized by certain assets of the
Company, and has priority over all debt incurred.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
GENERAL
DATAWATCH CORPORATION (the "Company" or "DATAWATCH"), is engaged
in the design, development, manufacture, marketing and support of
personal computer software.
On November 7, 1996, the Company acquired all the
outstanding shares of capital stock of Guildsoft Holdings Limited
("Guildsoft"), located in Plymouth, England, which provides
software companies with multi-lingual telesales, support and
fulfillment services throughout Europe, in exchange for 125,000
shares of DATAWATCH common stock. This acquisition was accounted
for as a purchase. Guildsoft's results of operations for the
period from the date of acquisition through June 30, 1997 have
been included in the Company's consolidated statements of
operations and statements of cash flows.
DATAWATCH's principal products are: Monarch(TM), which
provides data access, translation, and reporting capability to
users of networked PCs; VIREX(R) and VET(TM) for the PC, which
detect, repair and monitor for virus infections for Apple
Macintosh and IBM compatible PCs, respectively; Q-Support(TM) for
Windows(in the United States), or Quetzal(TM)(internationally), a
complete help desk and asset management system; and netOctopus(TM),
a network management and administration system.
From time to time, information provided by the Company,
statements made by its employees or information in its filings
with the Securities and Exchange Commission (including statements
in this Form 10-Q) may contain statements which are not
historical facts (so called "forward-looking statements"), and
are made pursuant to the safe harbor provision of the Private
Securities Litigation Reform Act of 1995 and releases of the
Securities and Exchange Commission. In that regard, the
discussion in this Item 2 contains forward looking statements
which involve certain risks and uncertainties, including
statements related to liquidity and capital resources. The
Company's operating results may continue to vary significantly
from quarter to quarter or year to year depending on a number of
factors, including technological changes, competition and general
market trends, and the other factors identified in the Company's
Securities and Exchange Commission filings (including but not
limited to its Form 10-K for the year ended September 30, 1996).
The Company's current planned expense levels are based in part
upon expectations as to future revenue. Consequently, operating
results may vary significantly from quarter to quarter or year to
year, based on timing of revenue. Revenue or net income in any
period will not necessarily be indicative of results of
subsequent periods and there can be no assurance that the Company
will maintain profitability or that revenue growth can be
sustained in the future.
<PAGE>
RESULTS OF OPERATIONS
Three Months Ended June 30, 1997 and 1996.
Net sales for the three months ended June 30, 1997 were
$7,608,000, which represents a decrease of $419,000 or 5% from
the net sales of $8,027,000 for the three months ended June 30,
1996. This decrease results from a decrease in international
sales of DATAWATCH's Quetzal product. Overall, Monarch accounted
for approximately 41% of sales, while Quetzal/Q-Support accounted
for approximately 29%. For the three months ended June 30, 1997,
the Company's products for the IBM compatible PC accounted for
approximately 78% of sales while the Company's products for the
Apple PC accounted for approximately 22%.
The Company's cost of sales for the three months ended June 30,
1997 was $1,488,000 or approximately 20% of net sales. Cost of
sales for the three months ended June 30, 1996 was $1,292,000 or
approximately 16% of net sales. The increase in cost of sales,
as a percentage of net sales, results from the inclusion of
Guildsoft's product sales which bear lower gross margins than the
Company's other products. Cost of sales, as a percentage of net
sales, for the June 30, 1997 period, excluding Guildsoft, would
have been 17%, which is higher, as a percentage of net sales,
than the comparable prior year period due to a lower level of
sales on which to amortize order fulfillment overheads.
Engineering and product development expenses were $790,000 for
the three months ended June 30, 1997, an increase of $145,000 or
approximately 22% from $645,000 for the three months ended June
30, 1996. Included in the expenses for the three months ended
June 30, 1997 were approximately $80,000 of expenses associated
with organizational changes. Excluding those costs the
engineering and product development expenses for the three months
ended June 30, 1997 increased by $65,000 or 10% from the
comparable period in the prior year. This increase is primarily
attributable to additions in personnel and expenses necessary for
continued development of the Q-Support product and quality
assurance for the Monarch product.
Selling, general and administrative expenses were $6,737,000 for
the three months ended June 30, 1997, an increase of $1,358,000
from $5,379,000 for the three months ended June 30, 1996.
Included in the expenses for the three months ended June 30, 1997
were $531,000 of expenses associated with organizational changes
within the Company's wholly-owned international subsidiary,
WorkGroup Systems Limited ("WorkGroup"), which is principally
responsible for the Company's Quetzal product line. Also
included were approximately $77,000 of expenses related to
marketing programs which have been discontinued. Excluding these
expenses the increase would have been $750,000 or approximately
14%. This increase is primarily attributable to increases in
personnel within the sales and marketing organizations
principally for Q-Support and Monarch, and the inclusion of
Guildsoft's operating expenses for the period which accounted for
approximately 33% of the increase.
<PAGE>
As a result of the foregoing, the loss from operations for the
three months ended June 30, 1997 was $1,408,000, which compares
to income from operations of $711,000 for the three months ended
June 30, 1996. The net loss for the three months ended June 30,
1997 was $1,437,000 which compares to net income of $681,000 for
the three months ended June 30, 1996. The net loss for the three
months ended June 30, 1997 was larger than the loss from
operations for the same period principally due to interest
expenses incurred during the period. The Company in 1996
recorded only a minimal tax provision due to its ability to
utilize net operating loss carryforwards. In 1997, from a
domestic perspective, no tax benefits will be realized because of
the net losses.
Nine Months Ended June 30, 1997 and 1996.
Net sales for the nine months ended June 30, 1997 were
$24,024,000, which represents an increase of $1,700,000 or 8%
from the net sales of $22,324,000 for the nine months ended June
30, 1996. This increase results from growth in sales of
DATAWATCH's Monarch and Virex products and the inclusion of
$1,444,000 of sales from Guildsoft. Monarch amounted to
approximately 40% of sales; Q-Support amounted to approximately
34% of sales. For the nine months ended June 30, 1997, the
Company's products for the IBM compatible PC accounted for
approximately 82% of sales while the Company's products for the
Apple PC accounted for approximately 18%.
The Company's cost of sales for the nine months ended June 30,
1997 was $4,403,000 or approximately 18% of net sales. Cost of
sales for the nine months ended June 30, 1996 was $3,447,000 or
approximately 15% of net sales. The increase in cost of sales,
as a percentage of net sales, results from the inclusion of
Guildsoft's product sales which bear lower gross margins than the
Company's other products. Excluding Guildsoft, the Company's cost
of sales, as a percentage of net sales, for the nine months ended
June 30, 1997 would have been 16%, which is substantially
consistent with the prior period.
Engineering and product development expenses were $2,105,000 for
the nine months ended June 30, 1997, an increase of $388,000 or
approximately 23% from $1,717,000 for the nine months ended June
30, 1996. The increase (net of approximately $80,000 of expenses
associated with organizational changes) is primarily attributable
to additions in personnel and expenses necessary for continued
development of the Q-Support product and quality assurance for
the Monarch product.
Selling, general and administrative expenses were $18,398,000 for
the nine months ended June 30, 1997, an increase of $2,054,000
from $16,344,000 for the nine months ended June 30, 1996.
Included in the expenses for the nine months ended June 30, 1997
were $531,000 of expenses associated with organizational changes
within WorkGroup. Also included were approximately $77,000 of
expenses related to marketing programs which have been
discontinued. Included in the expenses for the nine months ended
June 30, 1996 were $450,000 of expenses associated with the
<PAGE>
acquisition of WorkGroup in March 1996. Excluding these expenses
the increase in expenses would have been $1,896,000 or
approximately 12%. This increase is primarily attributable to
increases in personnel within the sales and marketing
organizations principally for Q-Support and Monarch, and the
inclusion of Guildsoft's operating expenses for the period which
accounted for 25% of the increase.
As a result of the foregoing, the loss from operations for the
nine months ended June 30, 1997 was $882,000, which compares to
the income from operations of $816,000 for the nine months ended
June 30, 1996. The net loss for the nine months ended June 30,
1997 was $929,000, which compares to the net income for the nine
months ended June 30, 1996 of $783,000. The net loss increases
and the net income decreases in both periods is principally
attributable to interest expense. The Company in 1996 recorded
only a minimal tax provision due to its ability to utilize net
operating loss carryforwards. In 1997, from a domestic
perspective, no tax benefits will be realized because of the net
losses.
LIQUIDITY AND CAPITAL RESOURCES
The Company's management believes that its currently anticipated
capital needs for future operations of the Company will be
satisfied through at least the end of fiscal 1997 by funds
currently available and by funds available through the Company's
$1,500,000 working capital line of credit (the "Working Capital
Line") and the Company's $1,500,000 equipment line of credit (the
"Equipment Line") with its bank pursuant to a letter agreement
with the bank. As of June 30, 1997, the Company was not in
compliance with two of the financial covenants contained in the
letter agreement with the bank. The bank has waived any defaults
under the Working Capital Line and Equipment Line as a result of
the Company's non-compliance with such financial covenants at
June 30, 1997. Management believes that the Company's current
operations are not materially impacted by the effects of
inflation.
NEW ACCOUNTING PRONOUNCEMENTS
In October 1995, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standard
("SFAS") No. 123, "Accounting for Stock-Based Compensation",
which is effective for the Company's fiscal year 1997. This
standard requires expanded disclosures of stock-based
compensation arrangements with employees and encourages (but does
not require) compensation costs to be measured based on the fair
value of stock options awarded. The Company has evaluated this
standard and, as permitted under SFAS No. 123, has decided that
it will not adopt the fair value method and will continue to use
APB No. 25 for the measurement and recognition of employee stock
based transactions. As a result, compliance with this standard
during fiscal 1997 will have no impact on the Company's 1997
financial statements, other than the required additional
disclosure of the proforma effect of SFAS No. 123 on net income
and earnings per share.
<PAGE>
In February 1997, the FASB issued SFAS No. 128, "Earnings per
Share" which will become effective during the fourth quarter of
fiscal 1998. SFAS No. 128 replaces the presentation of primary
earnings per share with basic earnings per share, which excludes
dilution, and requires the dual presentation of basic and diluted
earnings per share. The Company has evaluated this standard and
does not expect the adoption to have a material effect on the
Company's earnings per share.
In June 1997, the FASB issued SFAS No. 130, "Reporting
Comprehensive Income", and SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", both of which
will be effective for the Company in fiscal 1998. SFAS No. 130
establishes standards for the reporting and display of
comprehensive income and its components (revenues, expenses,
gains and losses) in a full set of general purpose financial
statements. SFAS No. 131 establishes standards for the way that
public business enterprises report selected information about
operating segments in annual and interim financial reports. SFAS
131 also established standards for related disclosures about
products and services, geographic areas, and major customers. The
implementation of SFAS 130 and 131 are not expected to have a
material effect on the Company's financial statements.
<PAGE>
PART II.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
11.1 Computation of Net Income per Common Share.
27 Financial Data Schedule (filed with SEC Edgar version
only).
B. Reports on Form 8-K
No Current Report on Form 8-K was filed during the quarterly
period ended June 30, 1997.
<PAGE>
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 on August
11, 1997.
DATAWATCH CORPORATION
/s/ Bruce R. Gardner
Bruce R. Gardner
Executive Vice President,
Treasurer and Director
(Principal Financial and
duly authorized officer)
<PAGE>
<TABLE>
Exhibit 11.1
DATAWATCH CORPORATION AND SUBSIDIARIES
COMPUTATION OF NET INCOME PER COMMON SHARE
Computation of weighted average number of shares outstanding used in
determining income(loss)per share was as follows:
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
1997 1996 1997 1996
COMMON STOCK AND COMMON STOCK EQUIVALENTS:
<S> <C> <C> <C> <C>
Weighted shares outstanding
of common stock 9,102,323 8,669,620 9,081,529 8,627,019
Shares held in treasury (32,052) (17,024)
Common stock equivalent shares
resulting from assumed
exercise of stock options (a) 293,978 (a) 264,729
Weighted average of common
and common equivalent
shares-primary 9,070,271 8,963,598 9,064,505 8,891,748
Assumed exercise of stock
options based on higher
of average or closing
market price (a) 7,532 (a) 4,915
Weighted average of common
and common equivalent
shares-fully diluted 9,070,271 8,971,130 9,064,505 8,896,663
NET INCOME(LOSS): $(1,436,791) $ 680,589 $(928,576) $ 783,331
NET INCOME (LOSS) PER
COMMON SHARE:
Primary $ (.16) $ .08 $ (.10) $ .09
Fully-diluted $ (.16) $ .08 $ (.10) $ .09
(a) Common Stock equivalent shares were excluded from the calculation for the
three and nine month periods ending June 30, 1997 due to the antidilutive
effect the inclusion of such would have had on loss per share.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> JUN-30-1997
<CASH> 1,503,206
<SECURITIES> 496,399
<RECEIVABLES> 7,831,542
<ALLOWANCES> 0
<INVENTORY> 857,977
<CURRENT-ASSETS> 12,771,253
<PP&E> 4,303,932
<DEPRECIATION> 2,300,147
<TOTAL-ASSETS> 16,663,214
<CURRENT-LIABILITIES> 7,014,078
<BONDS> 0
0
0
<COMMON> 91,090
<OTHER-SE> 8,072,348
<TOTAL-LIABILITY-AND-EQUITY> 16,663,214
<SALES> 24,024,311
<TOTAL-REVENUES> 24,024,311
<CGS> 4,403,260
<TOTAL-COSTS> 20,502,978
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 106,376
<INCOME-PRETAX> (928,576)
<INCOME-TAX> 0
<INCOME-CONTINUING> (928,576)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (928,576)
<EPS-PRIMARY> (.10)
<EPS-DILUTED> (.10)
</TABLE>
