United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the Quarterly Period ended October 31, 1996
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Commission File Number: 33-10970 NY
IFS International, Inc.
(Exact name of small business issuer as specified in its charter)
Delaware 13-3393646
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
185 Jordan Road
Troy, NY 12180
(Address of principal executive offices)
(518) 283-7900
(Issuer's telephone number)
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 ___
State the number of shares outstanding of each of the issuer's classes of
common equities as of the latest practicable date.
Common Stock, .001 par value,
1,062,123 shares outstanding as of December 16, 1996
Transitional Small Business Disclosure Format: Yes___ NO (X)
IFS INTERNATIONAL, INC. AND SUBSIDIARY
QUARTERLY REPORT ON FORM 10-QSB
TABLE OF CONTENTS
Part I. Financial Information
Item 1. Consolidated Unaudited Financial Statements
Consolidated Balance Sheets
October 31, 1996 (unaudited) and
April 30,1996........................................................3-5
Consolidated Statements of Operations,
three months and six months ended
October 31, 1996 and 1995 (unaudited)................................6-7
Consolidated Statements of
Cash Flows, six months ended
October 31, 1996 and 1995 (unaudited)................................8-9
Notes to Condensed Consolidated
Financial Statements (unaudited)...................................10-11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............12-15
1
<PAGE>
IFS INTERNATIONAL, INC. AND SUBSIDIARY
QUARTERLY REPORT ON FORM 10-QSB
TABLE OF CONTENTS
Part II. Other Information
Item 1. Legal Proceedings................................16
Item 2. Changes in Securities............................16
Item 3. Defaults Under Senior Securities ................16
Item 4. Submission of Matters to a Vote of Security
Holders..........................................17
Item 5. Other Information................................17
Item 6. Exhibits and Reports on Form 8-K.................17
Signatures................................................18
Exhibit 10.............................................19-34
Exhibit 27................................................35
Part I. Financial Information
Item 1. Consolidated Unaudited Financial Statements
IFS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(unaudited)
October 31, April 30,
1996 1996
___________ ___________
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 596,504 $ 137,462
Trade accounts receivable,
net of allowance for
doubtful accounts of $7,900 399,752 144,669
Other receivables 22,810 42,519
Costs and estimated earnings
in excess of billings on
uncompleted contracts 301,077 432,173
Prepaid expenses and other
current assets 72,442 27,549
___________ ___________
Total current assets 1,392,585 784,372
___________ ___________
PROPERTY, EQUIPMENT AND IMPROVEMENTS, net
182,181 136,231
___________ ___________
OTHER ASSETS
Software license 7,883 9,082
Capitalized software costs, net 425,067 377,482
Deferred offering costs 62,021 -
___________ ___________
Total other assets 494,971 386,564
___________ ___________
$ 2,069,737 $ 1,307,167
___________ ___________
___________ ___________
</TABLE>
2
<PAGE>
IFS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(unaudited)
October 31, April 30,
1996 1996
___________ ___________
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIT)
CURRENT LIABILITIES
Notes payable $500,000 $ -
Current maturities of long
term debt 48,886 38,329
Current portion of capital
lease obligations - 2,733
Accounts payable and other
liabilities 265,138 587,170
Accrued salary, commissions
and other expenses 823,236 702,515
Billings in excess of costs
and estimated earnings on
uncompleted contracts 354,705 32,524
Deferred revenue and customer
deposits 275,065 219,326
___________ ___________
Total current liabilities 2,267,030 1,582,597
LONG-TERM LIABILITIES
Long-term debt, less current
maturities 423,879 439,831
Other 12,515 12,515
___________ ___________
Total long-term liabilities 436,394 452,346
___________ ___________
SHAREHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.001 par
value; 25,000,000 shares
authorized, no shares issued
or outstanding - -
Common Stock $.001 par value;
25,000,000 shares
authorized, 1,059,730
and 1,009,361 issued and
outstanding 1,060 1,009
Additional paid-in capital 2,219,598 2,177,612
Accumulated deficit (2,854,345) (2,906,397)
___________ ___________
Total shareholders' deficit (633,687) (727,776)
___________ ___________
$2,069,737 $1,307,167
___________ ___________
___________ ___________
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
IFS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
<TABLE>
<CAPTION>
Six Six Three Three
Months Months Months Months
Ended Ended Ended Ended
October 31, 1996 October 31, 1995 October 31, 1996 October 31, 1995
<S> <C> <C> <C> <C>
__________ __________ _________ _________
Revenues:
Software license
and installation
contract fees $1,131,931 $455,239 $642,200 $252,445
Hardware sales 127,884 35,248 127,884 33,249
Service and
maintenance
revenue 327,170 204,238 207,649 124,015
__________ __________ _________ __________
Total revenue 1,586,985 694,725 977,733 409,709
__________ __________ _________ __________
Cost of software
license and
installation
contract fees 171,878 52,818 115,171 25,112
Cost of hardware
sales 105,359 12,710 105,359 11,726
Cost of service
and maintenance
revenue 110,482 97,809 40,564 63,879
__________ __________ _________ __________
387,719 163,337 261,094 100,717
__________ __________ _________ __________
Gross profit 1,199,266 531,388 716,639 308,992
__________ __________ _________ __________
Operating expenses
Research &
development 241,134 235,092 97,940 115,417
Salaries 358,226 320,295 221,201 161,673
Other 12,227 10,878 6,114 5,439
Rent 62,435 42,914 31,085 21,635
Selling, general
& admin. 346,801 312,431 212,872 156,996
__________ __________ _________ _________
Total
operating
expenses 1,020,823 921,610 569,212 461,160
__________ __________ _________ _________
Income (Loss) from
operations 178,443 (390,222) 147,427 (152,168)
Other income
(expense):
Litigation
Settlement Costs (100,000) - (100,000) -
Interest
expense (29,267) (26,701) (16,619) (12,870)
Other income 2,875 2,598 1,151 2,326
__________ __________ _________ _________
Income (Loss) before
income taxes
52,051 (414,325) 31,959 (162,712)
Provision for income
taxes - - - -
__________ __________ _________ __________
Net Income (Loss) $52,051 $(414,325) $31,959 $(162,712)
__________ __________ _________ __________
__________ __________ _________ __________
Attributable to
common shares:
Net Income
(Loss) $0.04 $(0.41) $ 0.03 $ (0.16)
__________ __________ _________ __________
__________ __________ _________ __________
</TABLE>
4
<PAGE>
IFS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>
Six Months Ended October Six Months Ended October
31, 1996 31, 1995
<S> <C> <C>
____________ ____________
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 52,051 $ (414,325)
Adjustments to reconcile net
income (loss) to net cash
provided by operating
activities:
Depreciation and amortization 134,302 97,115
Changes in:
Trade accounts receivable, net (255,081) 202,099
Other receivables 19,709 23,801
Costs, estimated earnings and
billings on uncompleted
contracts 453,277 328,057
Other current assets (44,893) (15,883)
Accounts payable and other
liabilities (322,032) 1,368
Accrued salary, commissions and
other expenses 120,721 35,406
Deferred revenue and customer
deposits 55,739 (47,839)
____________ ____________
Net cash provided by operating
activities 213,793 209,799
____________ ____________
____________ ____________
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (71,989) (17,867)
Capitalized license costs (666) (2,158)
Capitalized software costs (153,983) (78,480)
____________ ____________
Net cash used in investing
activities (226,638) (98,505)
____________ ____________
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on capital lease
obligations (2,733) (6,189)
Principal payments on long-term
debt -- (99,693)
Principal payments on short-term
debt (5,395) --
Proceeds from short-term
borrowing 500,000 --
Deferred offering costs (62,021) --
Proceeds from issuance of stock 37,036 --
Proceeds from issuance of
warrants 5,000
____________ ____________
Net cash provided by (used in)
financing activities 471,887 (105,882)
____________ ____________
Increase in cash 459,042 5,412
Cash:
Beginning of year 137,462 8,083
____________ ____________
End of period $ 596,504 $ 13,495
____________ ____________
____________ ____________
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
IFS INTERNATIONAL, INC.
Notes to Consolidated
Financial Statements (Unaudited)
Note 1
Presentation of Interim Financial Statements
The accompanying consolidated financial statements include the accounts of
IFS International, Inc., a Delaware corporation and its wholly-owned
subsidiary IFS International, Inc., a New York Corporation,(the "Company").
All significant intercompany accounts and transactions have been
eliminated. The consolidated balance sheet as of October 31, 1996, the
consolidated statements of operations for the three and six month periods
ended October 31, 1996 and 1995 and the consolidated statements of cash
flows for the six month periods ended October 31, 1996 and 1995 have been
prepared by the Company, without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial condition, results of operations and cash
flows at October 31, 1996 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 those
consolidated financial statements be read in conjunction with the
consolidated financial statements and notes thereto included in the
Company's April 30, 1996 Form
10-KSB. The results of operations for the period ended October 31, 1996 are
not necessarily indicative of the operating results for the full year.
Note 2
Litigation Settlement
The litigation involving the Company and SLM Software, Inc. as previously
reported in the Company's April 30, 1996 Form 10-KSB has been settled. A
Mutual Full and Final Release was executed by the parties on December 4,
1996. The Company has, as of October 31, 1996, accrued the settlement
amount of $100,000. Refer to Part II, Item 1 of this report for further
information.
Note 3
Public Offering
In November 1996, the Company filed a registration statement with the U.S.
Securities and Exchange Commission in connection with a proposed public
offering of 1,200,000 shares of Series A Convertible Preferred Stock and
1,700,000 Redeemable Series A Convertible Preferred Stock Purchase
Warrants. The preferred stock will be convertible, at the option of the
holder, into one share of the Company's common stock, subject to
adjustment, for a period of five years or earlier upon the occurrence of
certain events. Each warrant will entitle the holder to purchase one share
of preferred stock, subject to adjustment, for a period of three years. If
successful, net proceeds from the proposed offering will approximate
$5,000,000.
In October and November 1996, in connection with the proposed public
offering, the Company approved a 1 for 10 reverse common stock split and
increased the number of preferred shares authorized to 25,000,000. Issued
and outstanding shares of common stock and all share related and per share
amounts have been restated to give retroactive effect to the split.
Costs associated with the proposed public offering are being deferred.
Note 4
Bridge Financing
In September 1996, the Company borrowed $500,000 in bridge financing to
fund costs associated with its proposed public offering and for working
capital purposes. This debt bears interest at 12% and is due at the earlier
of the closing of the proposed public offering or in March 1998. The bridge
financing lenders seperately purchased warrants to purchase an aggregate of
100,000 shares of common stock at a price of $2.50 per share, subject to
adjustments.
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
Introduction
The Company is engaged in the business of developing, marketing, and
supporting software for the electronic funds transfer ("EFT") market.
Substantially all of the Company's revenues have resulted from the
licensing of its family of TechNique Plus II ("TPII") software products.
The preparation of functional specifications, customization and
installation of TPII software products and the training by the Company of
the financial institution's personnel in the use of the TPII software
products take an average of six to twelve months, depending upon the timing
of installation and final acceptance of the EFT System by the customer.
The customer pays 30% to 50% of the licensing fees upon execution of the
licensing agreement and also makes progress payments prior to acceptance.
The Company recognizes revenue under the percentage of completion method
for software installation contracts. The percentage of completion method
is measured by estimates of the progress towards completion as determined
by costs incurred. The Company also derives recurrent revenues from
furnishing certain maintenance services to its customers for the TPII
software and may also receive additional revenues for additional training
of customer personnel and consulting services (collectively "service
revenues"). With respect to revenues for maintenance services, the
Company generally receives annual payments at the beginning of the contract
year. Such payments are reflected as deferred revenues and are recognized
ratably during such year.
The Company entered into an agreement with Visa International Service
Association ("Visa") in July 1996 for the licensing and installation of
its TPII smart card software in connection with the operation of up to
seven pilot programs. The license for each pilot program is for a term of
24 months commencing on the date such pilot program goes on-line. As of
October 31, 1996, Visa has selected financial institutions in various
countries to conduct five of the pilot programs. Revenues from the
licensing of the TPII smart card software are recognized in the same manner
as revenues from the licensing of other TPII software products.
The Company on occasion resells hardware to its customers. Because these
occasions are isolated and random the Company is unable to predict what
future hardware revenues will be. Revenues from these occasional hardware
sales are recognized when the corresponding costs of the hardware are
incurred.
Results of Operations
Total revenues of $977,733 for the fiscal quarter ended October 31, 1996
represent an increase of $568,024 or 138.6%, over total
revenues of $409,709 for the fiscal quarter ended October 31, 1995. Total
revenues of $1,586,985 for the six months ended October 31, 1996 represent
an increase of $892,260 or 128.4%, over total revenues of $694,725 for the
six months ended October 31, 1995. This increase in total revenues
resulted primarily from a substantial increase in licensing of TPII
software products. Revenues from the licensing of TPII software products
were $916,018 for the fiscal quarter ended October 31, 1996, as compared to
$384,011 for the fiscal quarter ended October 31, 1995. Revenues from the
licensing of TPII software products were $1,506,393 for the six months
ended October 31, 1996, as compared to $638,657 for the six months ended
October 31, 1995. Service revenues for the fiscal quarter ended October 31,
1996 increased by $83,634, or 67.4%, over service revenues for the fiscal
quarter ended October 31, 1995. Service revenues for the six months ended
October 31, 1996 increased by $122,932, or 60.2%, over service revenues for
the six months ended October 31, 1995. As of October 31, 1996, the Company
had approximately $177,565 of deferred maintenance service revenues.
Service revenue growth is expected to continue as long as the number of
licenses for TPII software products increases and the customers continue to
utilize such software products.
Revenues from licensing of TPII software products in countries outside the
United States accounted for 46.3% of total revenues for the fiscal quarter
ended October 31, 1996 as compared to 78.9% for the fiscal quarter ended
October 31, 1995. Revenues from licensing of TPII software products in
countries outside the United States accounted for 49.5% of total revenues
for the six months ended October 31, 1996 as compared to 81.6% for the six
months ended October 31, 1995. The decline as a percentage of total
revenues resulted primarily from an increase in domestic software revenues.
Domestic software revenues have increased principally as a result of
revenues recognized in the amount of approximately $190,000 from the smart
card pilot programs associated with Visa. The Company expects total
revenues from foreign countries to continue to be a significant portion of
its revenues in the future.
Gross profit as expressed as a percentage of total revenues decreased to
73.3% for the fiscal quarter ended October 31, 1996 as compared to 75.4%
for the fiscal quarter ended October 31, 1995. Gross profit as expressed as
a percentage of total revenues decreased to 75.6% for the six months ended
October 31, 1996 as compared to 76.5% for the six months ended October 31,
1995. The slight decrease is associated with the increase in hardware
revenues. Hardware revenues typically have a lower gross margin than the
Company's software products. Hardware revenues were $127,885 for the fiscal
quarter ended October 31, 1996 as compared to $33,248 for the fiscal
quarter ended October 31, 1995.
Operating expenses of $569,212 for the fiscal quarter ended October 31,
1996 represent an increase of $108,052 or 23.4%, from operating expenses of
$461,160 for the fiscal quarter ended October 31, 1995. Operating expenses
of $1,020,823 for the six months ended October 31, 1996 represent an
increase of $99,213 or 10.8%, from operating expenses of $921,610 for the
six months ended October 31, 1995. The increase in operating expenses is
associated with the increase in staff throughout the Company. The Company
expects that operating expenses will continue to increase following the
completion of the proposed public offering as a result of the planned
addition of new personnel in anticipation of new business relating to the
licensing of TPII software products, including the TPII smart card
software.
Capitalized software costs for the fiscal quarter ended October 31, 1996
were $85,420 as compared to $29,392 for the fiscal quarter ended October
31, 1995. Capitalized software costs for the six months ended October 31,
1996 were $153,983 as compared to $78,480 for the six months ended October
31, 1995. The increase in capitalized software costs is a result of
increased costs incurred in reference to the stored valued card or smart
card. Such capitalized costs are being amortized on a straight line basis
over the estimated five year marketing lives of the software.
Net income was $31,959 for the fiscal quarter ended October 31, 1996, as
compared to a net loss of $162,712 for the fiscal quarter ended October 31,
1995. Net income was $52,051 for the six months ended October 31, 1996, as
compared to a net loss of $414,325 for the six months ended October 31,
1995. This increase in net income is primarily a result of a substantial
increase in the licensing of TPII software products and increased service
revenues.
Liquidity and Capital Resources
The Company's net working capital deficit on October 31, 1996 increased to
$874,445 from $798,225 on April 30, 1996. The increase in the working
capital deficit is attributed primarily to the funding of non current
assets such as capitalized software costs and the purchase of equipment.
The Company believes that anticipated revenues from operations for the
fiscal year ending April 30, 1997, as well as proceeds for the bridge
financing, will be sufficient to meet current debt service requirements and
operating costs of the Company through April 30, 1997. Nevertheless, the
Company will require additional working capital in order to implement its
plans to solicit and perform new business. The Company also believes an
improved working capital position also is necessary to attract potential
customers who are reluctant to do business with firms they perceive to be
undercapitalized.
Quarter to Quarter Sales and Earning Volatility
Quarterly revenues and operating results have fluctuated and will continue
to fluctuate as a result of a variety of factors. The Company can
experience long delays (i.e., between three to twelve months)before a
customer executes a software licensing agreement. These delays are
primarily due to extended periods of software evaluation, contract review
and the selection of the computer system. In addition following execution
of the agreement, the preparation of functional specifications,
customization and installation of software products and the training by the
Company of the financial institution's personnel in the use of the TPII
software products take an average of six to twelve months, depending upon
the timing of installation and final acceptance of the EFT System by the
customer. Accordingly, the Company's revenues may fluctuate dramatically
from one quarter to another, making quarterly comparisons extremely
difficult and not necessarily indicative of any trend or pattern for the
year as a whole. Additional factors effecting quarterly results include the
timing of revenue recognition of advance payments of license fees, the
timing of the hiring or loss of personnel, capital expenditures, operating
expenses and other costs relating to the expansion of operations, general
economic conditions and acceptance and use of EFT.
Inflation
The Company has not experienced any meaningful impact on its sales or costs
as the result of inflation.
6
<PAGE>
IFS INTERNATIONAL, INC.
Part II - Other Information
Item 1 - Legal Proceeding
As stated in the April 30, 1996 Form 10-KSB, the Company and SLM Software,
Inc. ("SLM"), a competitor of the Company, were involved in litigation in
the civil trial courts of the province of Ontario, Canada. On December 4,
1996, the SLM litigation was settled resulting in the Company paying SLM
the sum of $100,000 U.S. The Company also surrendered its counterclaims
against SLM. The settlement provides that neither party admits any
wrongdoing, and was made by the Company for the purpose of avoiding the
expense of protracted litigation in the Canadian courts. The $100,000
settlement has been reported as a liability of the Company on its balance
sheet as of October 31, 1996. The Company has no further exposure with
respect to this claim.
The Company is not aware of any other legal proceedings.
Item 2 - Changes in Securities
At 5:00p.m. Delaware time, on November 8, 1996, a one-for-ten reverse split
of the outstanding Common Stock of the Company was effectuated. As a result
of such reverse split, the number of outstanding shares of Common Stock was
reduced from 10,597,300 shares to 1,059,730 shares.
On September 25, 1996, the Company issued warrants to purchase an aggregate
of 100,000 shares of Common Stock at $2.50 per share, subject to
adjustments, to four non-affiliated persons for an aggregate consideration
of $5,000, or $.05 per warrant. Exemption from registration under the
Securities Act of 1933, as amended ("Securities Act"), was claimed in
reliance upon the exemption afforded by section 4(2) of the Securities Act
for transactions not involving a public offering. Each certificate
evidencing such warrants bears an appropriate restrictive legend. None of
these sales involved participation by an underwriter or a broker-dealer.
Item 3 - Defaults Under Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security
Holders
In October 1996, the stockholders of the Company holding more than a
majority of the outstanding shares of the Company consented in writing
to and approved an amendment to the Company's Certificate of
Incorporation, relating to the capitalization of the Company. Such
amendment states, among other things, that (a) the authorized shares of
the Company shall be 25,000,000 shares of Common Stock, par value $.001,
and 25,000,000 shares of preferred stock, par value $.001, (b) the
shares of preferred stock shall be issued from time to time in one or
more series, with the Board of Directors of the Company authorized to
set the designations and the powers, preferences and rights, and the
qualifications or restrictions of the preferred stock, and (c) the
outstanding shares of Common Stock shall be reduced at the rate of one-
for-ten.
None
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
(i)Exhibit 3 - Certificate of Incorporation and
amendments thereto. (Incorporated by reference to Exhibit 3.1
filed as part of the Company's Registration Statement on Form
SB-2
(File No. 333-11653)).
(ii)Exhibit 10 - Warrant Agreement, dated as of September 25,
1996, between the Company and persons purchasing units in the
Bridge Financing.
(iii) Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K - None
7
<PAGE>
Signatures
In accordance with 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.
Date: December 16, 1996 IFS International, Inc.
By:
\S\ Charles J. Caserta
_____________________________
Charles J. Caserta
President and Director
By:
\s\ Frank Pascuito
_____________________________
Frank Pascuito
Chairman of the Board and Director
Exhibit 10
WARRANT AGREEMENT (the "Warrant Agreement"), dated as of
September 25, 1996, between IFS INTERNATIONAL, INC., a Delaware
corporation (the "Company"), and the persons purchasing Units pursuant to
the Subscription Agreement, dated September 5, 1996, between the Company
and the Investors (hereinafter referred to as the "Holders").
The Company proposes to issue to the Holders warrants (the
"Warrants") to purchase up to 100,000 shares of the Company's Common Stock
(the 100,000 shares of Common Stock sometimes referred to as the "Shares"
and reflects a proposed one-for-ten reverse split of the Company's Common
Stock);
NOW, THEREFORE, in consideration of the premises, the payment by
the Holders to the Company of Five Thousand dollars ($5,000), the
agreements herein set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
. Grant. The Holders (as hereinafter defined) are hereby
granted the right to purchase, at any time from September 25, 1996 until
5:30 p.m., New York time, on September 24, 2001, in the aggregate up to
100,000 Shares at an initial exercise price (subject to adjustment as
provided in Sections 5 and 6 hereof) of $2.50 per Share, subject to the
terms and conditions of this Agreement.
. Warrant Certificates. The warrant certificates (the
"Warrant Certificates") delivered and to be delivered pursuant to this
Agreement shall be in the form set forth in Exhibit A, attached hereto and
made a part hereof, with such appropriate insertions, omissions,
substitutions, and other variations as required or permitted by this
Agreement.
. Exercise of Warrant. The Warrants initially are exercisable
at the initial exercise price per Share set forth in Section 5 hereof,
payable by certified or official bank check in New York Clearing House
funds, subject to adjustment as provided in Section 6 hereof. Upon
surrender of a Warrant Certificate with the annexed Form of Election to
Purchase duly executed, together with payment of the Exercise Price (as
hereinafter defined) for the Shares purchased at the Company's principal
offices (presently located at Rensselaer Technology Park, 185 Jordan Road,
Troy, New York, 12180), the registered holder of a Warrant Certificate
("Holder" or "Holders") shall be entitled to receive a certificate or
certificates for the shares of Common Stock. The purchase rights
represented by each Warrant Certificate are exercisable at the option of
the Holder thereof, in whole or in part (but not as to fractional shares of
Common Stock). In the case of the purchase of less than all the securities
purchasable under any Warrant Certificate, the Company shall cancel said
Warrant Certificate upon the surrender thereof and shall execute and
deliver a new Warrant Certificate of like tenor for the balance of the
securities purchasable thereunder.
. Issuance of Certificates. Upon the exercise of the
Warrants, the issuance of certificates evidencing the shares of Common
Stock or other securities, properties or rights underlying such Warrants
shall be made forthwith (and in any event within five (5) business days
thereafter) without charge to the Holder thereof including, without
limitation, any tax which may be payable in respect of the issuance
thereof, and such certificates shall (subject to the provisions of Section
7 hereof) be issued in the name of, or in such names as may be directed by,
the Holder thereof; provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of any such certificates in a name
other than that of the Holder and the Company shall not be required to
issue or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.
The Warrant Certificates and the certificates evidencing the
shares of Common Stock or other securities, property or rights shall be
executed on behalf of the Company by the manual or facsimile signature of
the Chairman of the Board of Directors, or the President or any Vice
President of the Company under its corporate seal reproduced thereon,
attested to by the manual or facsimile signature of the Treasurer or
Assistant Treasurer or the Secretary or Assistant Secretary of the Company.
Warrant Certificates shall be dated the date of execution by the Company
upon initial issuance, division, exchange, substitution or transfer.
. Exercise Price.
5.1 Initial and Adjusted Exercise Price. The initial
exercise price of each Warrant shall be $2.50 per Share; provided, however,
that if the Company has not consummated a public offering of its securities
on or prior to March 24, 1998, then the initial exercise price of each
Warrant shall be the lower of (a) $2.00 per Share or (b) the lowest per
share price at which the Company sold shares of its Common Stock (other
than shares issued pursuant to employee options and warrants granted by the
Company prior to September 24, 1996) during the six-month period ending on
March 24, 1998. The adjusted exercise price shall be the price which shall
result from time to time from any and all adjustments of the initial
exercise price and the then adjusted exercise price in accordance with the
provisions of Section 6 hereof.
5.2 Exercise Price. The term "Exercise Price" herein shall
mean the initial exercise price or the adjusted exercise price, depending
upon the context.
. Adjustments to Exercise Price and Number of
Securities.
6.1 Subdivision and Combination. In case the Company shall
at any time subdivide or combine the outstanding shares of Common Stock,
the Exercise Price shall forthwith be proportionately decreased in the case
of subdivision or increased in the case of combination.
6.2 Adjustment for Issue or Sale of Common Stock of Less
than Exercise Price. Except for (a) the issuance of any options to
purchase shares of Common Stock under a stock option plan approved by the
Company's stockholders ("Company Option Plan"), (b) the exercise of
options pursuant to a Company Option Plan, (c) the exercise of the Warrants
and (d) the exercise of any other warrants or options outstanding on the
date hereof, in case the Company shall at any time after the date hereof
issue or sell any shares of Common Stock for a consideration per share less
than the "Exercise Price" on the date immediately prior to the issuance or
sale of such shares, or without consideration, then forthwith upon such
issuance or sale, the Exercise Price shall (until another such issuance or
sale) be reduced to the price (calculated to the nearest full cent) equal
to the quotient derived by dividing (A) an amount equal to the sum of (X)
the product of (i) the Exercise Price on the date immediately prior to the
issuance or sale of such shares, multiplied by (ii) the total number of
shares of Common Stock outstanding immediately prior to such issuance or
sale plus, (Y) the aggregate of the amount of all consideration, if any,
received by the Company upon such issuance or sale, by (B) the total number
of shares of Common Stock outstanding immediately after such issuance or
sale; provided, however, that in no event shall the Exercise Price be
adjusted pursuant to this computation to an amount in excess of the
Exercise Price in effect immediately prior to such computation, except in
the case of a combination of outstanding shares of Common Stock, as
provided by Section 6.1 hereof.
For purposes of any computation to be made in accordance with
this Section 6.2, the following provisions shall be applicable:
(i) In case of the issuance or sale of shares of Common Stock
for a consideration part or all of which shall be other than cash, the
amount of the consideration therefor other than cash shall be deemed to be
the value of such consideration as determined in good faith by the Board of
Directors of the Company.
(ii) The reclassification of securities of the Company other than
shares of Common Stock into securities including shares of Common Stock
shall be deemed to involve the issuance of such shares of Common Stock for
a consideration other than cash immediately prior to the close of business
on the date fixed for the determination of security holders entitled to
receive such shares, and the value of the consideration allocable to such
shares of Common Stock shall be determined as provided in subsection (i)
of this Section 6.2.
6.3 Adjustment in Number of Securities. Upon each
adjustment of the Exercise Price pursuant to the provisions of this Section
6, the number of Shares issuable upon the exercise of each Warrant shall be
adjusted to the nearest full amount by multiplying a number equal to the
Exercise Price in effect immediately prior to such adjustment by the number
of Shares issuable upon exercise of the Warrants immediately prior to such
adjustment and dividing the product so obtained by the adjusted Exercise
Price.
6.4 Definition of Common Stock. For the purpose of this
Agreement, the term "Common Stock" shall mean (i) the class of stock
designated as Common Stock in the Certificate of Incorporation of the
Company as it may be amended as of the date hereof, or (ii) any other class
of stock resulting from successive changes or reclassifications of such
Common Stock consisting solely of changes in par value, or from par value
to no par value, or from no par value to par value.
6.5 Merger or Consolidation. In case of any consolidation
of the Company with, or merger of the Company with, or merger of the
Company into, another corporation (other than a consolidation or merger
which does not result in any reclassification or change of the outstanding
Common Stock), the corporation formed by such consolidation or merger shall
execute and deliver to the Holder a supplemental warrant agreement
providing that the Holder of each Warrant then outstanding or to be
outstanding shall have the right thereafter (until the expiration of such
Warrant) to receive, upon exercise of such Warrant, the kind and amount of
shares of Common Stock and other securities and property receivable upon
such consolidation or merger, by a holder of the number of shares of Common
Stock of the Company for which such warrant might have been exercised
immediately prior to such consolidation, merger, sale or transfer. Such
supplemental warrant agreement shall provide for adjustments which shall be
identical to the adjustments provided in Section 6. The above provision of
this Subsection shall similarly apply to successive consolidations or
mergers.
6.6 Dividends and Other Distributions. In the event that
the Company shall at any time prior to the exercise of all Warrants declare
a dividend (consisting of shares of Common Stock) or otherwise distribute
to its stockholders any assets, property, rights, evidences of
indebtedness, securities (other than shares of Common Stock), whether
issued by the Company or by another, or any other thing of value, the
Holders of the unexercised Warrants shall thereafter be entitled, in
addition to the shares of Common Stock or other securities and property
receivable upon the exercise thereof, to receive, upon the exercise of such
Warrants, the same property, assets, rights, evidences of indebtedness,
securities or any other thing of value that they would have been entitled
to receive at the time of such dividend or distribution as if the Warrants
had been exercised immediately prior to such dividend or distribution. At
the time of any such dividend or distribution, the Company shall make
appropriate reserves to ensure the timely performance of the provisions of
this subsection 6.6. Nothing contained herein shall provide for the
receipt or accrual by a Holder of cash dividends prior to the exercise by
such Holder of the Warrants.
7. Exchange and Replacement of Warrant Certificates. Each
Warrant Certificate is exchangeable without expense, upon the surrender
thereof by the registered Holder at the principal executive office of the
Company, for a new Warrant Certificate of like tenor and date representing
in the aggregate the right to purchase the same number of Shares in such
denominations as shall be designated by the Holder thereof at the time of
such surrender.
Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of any
Warrant Certificate, and, in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to it, and reimbursement to
the Company of all reasonable expenses incidental thereto, and upon
surrender and cancellation of the Warrants, if mutilated, the Company will
make and deliver a new Warrant Certificate of like tenor, in lieu thereof.
8. Elimination of Fractional Interests. The Company shall not
be required to issue certificates representing fractions of shares of
Common Stock upon the exercise of the Warrants, nor shall it be required to
issue scrip or pay cash in lieu of fractional interests, it being the
intent of the parties that all fractional interests shall be eliminated by
rounding any fraction up to the nearest whole number of shares of Common
Stock or other securities, properties or rights as the case may be.
9. Reservation and Listing. The Company shall at all times
reserve and keep available out of its authorized shares of Common Stock,
solely for the purpose of issuance upon the exercise of the Warrants.
10. No Value Rights. Nothing contained in this Agreement shall
be construed as conferring upon the Holders the right to vote or to consent
or to receive notice as a stockholder in respect of any meetings of
stockholders for the election of directors or any other matter, or as
having any rights whatsoever as a stockholder of the Company. If, however,
at any time prior to the expiration of the Warrants and their exercise, any
of the following events shall occur:
) the Company shall take a record of the holders of its
shares of Common Stock for the purpose of entitling them to
receive a dividend or distribution payable otherwise than in
cash, or a cash dividend or distribution payable otherwise than
out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the
books of the Company; or
) the Company shall offer to all the holders of its Common
Stock any additional shares of capital stock of the Company or
securities convertible into or exchangeable for shares of capital
stock of the Company, or any option, right or warrant to
subscribe therefor; or
) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or merger) or a
sale of all or substantially all of its property, assets and
business as an entirety shall be proposed;
then, in any one or more of said events, the Company shall give written
notice of such event at least fifteen (15) days prior to the date fixed as
a record date or the date of closing the transfer books for the
determination of the stockholders entitled to such dividend, distribution,
convertible or exchangeable securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale.
Such notice shall specify such record date or the date of closing the
transfer books, as the case may be. Failure to give such notice or any
defect therein shall not affect the validity of any action taken in
connection with the declaration or payment of any such dividend, or the
issuance of any convertible or exchangeable securities, or subscription
rights, options or warrants, or any proposed dissolution, liquidation,
winding up or sale.
11. Registration Rights.
11.1 Registration Under the Securities Act of 1933. The
Warrants, the Shares and any other securities issuable upon exercise of the
Warrants have not been registered under the Securities Act of 1933, as
amended (the "Act"). Upon exercise, in part or in whole, of the Warrants,
certificates representing the Shares of Common Stock and any other
securities issuable upon exercise of the Warrants (collectively, the
"Warrant Securities") shall bear the following legend:
The securities represented by this certificate may not
be offered or sold except pursuant to (i) an effective
registration statement under the Act, (ii) to the
extent applicable, Rule 144 under the Act (or any
similar rule under such Act relating to the disposition
of securities), or (iii) an opinion of counsel, if such
opinion shall be reasonably satisfactory to counsel to
the issuer, that an exemption from registration under
such Act is available.
11.2 Piggyback Registration. If, at any time commencing
after the date hereof and expiring five (5) years thereafter, the Company
proposes to register any of its securities under the Act (other than in
connection with a transaction contemplated by Rule 145(a) promulgated under
the Act or pursuant to Form S-8) it will give written notice by registered
mail, at least thirty (30) days prior to the filing of each such
registration statement, to the Holders of the Warrants and/or the Warrant
Securities of its intention to do so. If the Holders of the Warrants
and/or Warrant Securities notify the Company within twenty (20) days after
receipt of any such notice of its or their desire to include any such
securities in such proposed registration statement, the Company shall
afford the Holders of the Warrants and/or Warrant Securities the
opportunity to have any such Warrant Securities registered under such
registration statement; provided, however, that if the managing underwriter
determines and advises in writing that the inclusion of the Warrant
Securities proposed to be included in the underwritten public offering
would interfere with the successful marketing of such securities, then the
Warrant Securities shall nevertheless be included in such registration
statement but withheld from the market by the Holders for a period not to
exceed ninety (90) days, which the managing underwriter reasonably
determines as necessary in order to effect the underwritten public
offering.
Notwithstanding anything to the contrary, the Holders agree not
to sell the Shares for a period of twelve months following the consummation
of the Company's next public offering.
Notwithstanding the provisions of this Section 11.2, the Company
shall have the right at any time after it shall have given written notice
pursuant to this Section 11.2 (irrespective of whether a written request
for inclusion of any such securities shall have been made) to elect not to
file any such proposed registration statement, or to withdraw the same
after the filing but prior to the effective date thereof.
The Company shall pay all costs (excluding transfer taxes, if
any, and fees and expenses of Holder(s)' counsel and any underwriting or
selling commissions), fees and expenses in connection with all registration
statements filed pursuant to this Section 11.2 hereof including, without
limitation, the Company's legal and accounting fees, printing expenses,
blue sky fees and expenses.
12. Notices. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have
been duly made when delivered, or mailed by registered or certified mail,
return receipt requested:
() If to the registered Holder of the Warrants, to the
address of such Holder as shown on the books of the Company; or
() If to the Company, to the address set forth in Section 3
hereof or to such other address as the Company may designate by
notice to the Holders.
13. Supplements and Amendments. The Company and the Holders
representing a majority of the Shares underlying the outstanding Warrants
may from time to time supplement or amend this Agreement.
14. Successors. All the covenants and provisions of this
Agreement shall be binding upon and inure to the benefit of the Company,
the Holders and their respective successors and assigns hereunder.
15. Termination. This Agreement shall terminate at the close of
business on September 24, 2001.
16. Governing Law; Submission to Jurisdiction. This Agreement
and each Warrant Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of New York and for all purposes
shall be construed in accordance with the laws of said State without giving
effect to the rules of said State governing the conflicts of laws. The
Company and the Holders hereby agree that any action, proceeding or claim
against it arising out of, or relating in any way to, this Agreement shall
be brought and enforced in the courts of the State of New York or of the
United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. The Company and the Holders hereby irrevocably waive any
objection to such exclusive jurisdiction or inconvenient forum. Any such
process or summons to be served upon any of the Company and the Holders (at
the option of the party bringing such action, proceeding or claim) may be
served by transmitting a copy thereof, by registered or certified mail,
return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 12 hereof. Such mailing shall be deemed personal
service and shall be legal and binding upon the party so served in any
action, proceeding or claim. The Company and the Holders agree that the
prevailing party(ies) in any such action or proceeding shall be entitled to
recover from the other part(ies) all of its/their reasonable legal costs
and expenses relating to such action or proceeding and/or incurred in
connection with the preparation therefor.
17. Entire Agreement; Modification. This Agreement contains the
entire understanding between the parties hereto with respect to the subject
matter hereof and may not be modified or amended except by a writing duly
signed by the party against whom enforcement of the modification or
amendment is sought.
18. Severability. If any provision of this Agreement shall be
held to be invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provision of this Agreement.
19. Captions. The caption headings of the Sections of this
Agreement are for convenience of reference only and are not intended, nor
should they be construed as, a part of this Agreement and shall be given no
substantive effect.
20. Benefits of this Agreement. Nothing in this Agreement shall
be construed to give to any person or corporation other than the Company
and the registered Holder(s) of the Warrant Certificates or Warrant
Securities any legal or equitable right, remedy or claim under this
Agreement; and this Agreement shall be for the sole and exclusive benefit
of the Company and the Holder(s) of the Warrant Certificates or Warrant
Securities.
21. Counterparts. This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and such counterparts shall together constitute
but one and the same instrument.
8
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed, as of the day and year first above written.
IFS INTERNATIONAL, INC.
By: /s/ Charles J. Caserta
Name: Charles J. Caserta
Title: President
Attest:
/s/ Frank A. Pascuito
Frank A. Pascuito, Secretary
EXHIBIT A
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES
ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), (ii) TO THE EXTENT APPLICABLE,
RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL,
IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER,
THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE.
THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.
EXERCISABLE ON OR BEFORE
5:30 P.M., NEW YORK TIME, SEPTEMBER 24, 2001
No. W-__ _______ Warrants
WARRANT CERTIFICATE
This Warrant Certificate certifies that __________________ or
registered assigns, is the registered holder of _________ Warrants to
purchase initially, at any time from September 25, 1996 until 5:30 P.M. New
York time on September 24, 2001 ("Expiration Date"), up to _______{1*}
shares (the "Shares") of Common Stock, $.001 par value, of IFS
INTERNATIONAL, INC., a Delaware corporation (the "Company"), at the initial
exercise price, subject to adjustment in certain events (the "Exercise
Price"), of $2.50 per Share upon surrender of this Warrant Certificate and
payment of the Exercise Price at an office or agency of the Company.
Payment of the Exercise Price shall be made by certified or official bank
check in New York Clearing House funds payable to the order of the Company.
No Warrant may be exercised after 5:30 p.m., New York time, on
the Expiration Date, at which time all Warrants evidenced hereby, unless
exercised prior thereto, hereby shall thereafter be void.
The Warrants evidenced by this Warrant Certificate are part of a
duly authorized issue of Warrants issued pursuant to the Warrant Agreement,
which Warrant Agreement is hereby incorporated by reference in and made a
part of this instrument and is hereby referred to for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder
of the Company and the holders (the words "holders" or "holder" meaning the
registered holders or registered holder) of the Warrants.
The Warrant Agreement provides that upon the occurrence of
certain events the Exercise Price and the type and/or number of the
Company's securities issuable thereupon may, subject to certain conditions,
be adjusted. In such event, the Company will, at the request of the holder,
issue a new Warrant Certificate evidencing the adjustment in the Exercise
Price and the number and/or type of securities issuable upon the exercise
of the Warrants; provided, however, that the failure of the Company to
issue such new Warrant Certificates shall not in any way change, alter, or
otherwise impair, the rights of the holder as set forth in the Warrant
Agreement.
Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided
herein and in the Warrant Agreement, without any charge except for any tax
or other governmental charge imposed in connection with such transfer.
Upon the exercise of less than all of the Warrants evidenced by
this Certificate, the Company shall forthwith issue to the holder hereof a
new Warrant Certificate representing such number of unexercised Warrants.
The Company may deem and treat the registered holder(s) hereof as
the absolute owner(s) of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the
purpose of any exercise hereof, and of any distribution to the holder(s)
hereof, and for all other purposes, and the Company shall not be affected
by any notice to the contrary.
All terms used in this Warrant Certificate which are defined in
the Warrant Agreement shall have the meanings assigned to them in the
Warrant Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed under its corporate seal.
Dated as of _________________
IFS INTERNATIONAL, INC.
By:______________________________
Name: Charles J. Caserta
Title: President
Attest:
____________________________
Frank A. Pascuito, Secretary
[FORM OF ELECTION TO PURCHASE]
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase __________ shares of
Common Stock of IFS International, Inc. and herewith tenders in payment for
such securities a certified or official bank check payable in New York
Clearing House Funds to the order of IFS INTERNATIONAL, INC. in the amount
of $___________, all in accordance with the terms hereof. The undersigned
requests that each of the certificates evidencing such securities be
registered in the name of _________________ whose address is
__________________________ and that such certificates be delivered to
___________________ whose address is ____________________________.
Dated:
Signature:___________________________________
(Signature must conform in all
respects to name of holder as specified on
the face of the Warrant Certificate.)
(Insert Social Security or Other
Identifying Number of Holder)
**FOOTNOTES**
{1*} Such number reflects a proposed one-for-ten reverse split of the
Company's Common Stock.
9
<PAGE>
[FORM OF ASSIGNMENT]
(To be exercised by the registered holder if such
holder desires to transfer the Warrant Certificate.)
FOR VALUE RECEIVED
hereby sells, assigns and transfers unto
(Please print name and address of transferee)
this Warrant Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
_______________________ Attorney, to transfer the within Warrant
Certificate on the books of the within-named Company, and full power of
substitution.
Dated:
Signature:__________________________________
(Signature must conform in all respects to
name of holder as specified on the face of
the Warrant Certificate.)
(Insert Social Security or Other Identifying
Number of Assignee)
Exhibit 27
This schedule contains summary financial information extracted
from the consolidated balance sheets and consolidated statements of
operations found in the Company's Form 10-QSB for the 6 months ended
October 31, 1996 and is qualified in its entirety by reference to such
financial statements.
<TABLE>
<CAPTION>
Period-Type 6 months
<S> <C>
Fiscal Year End April 30, 1997
Period Start May 1 1996
Period End October 31 1996
Cash 596,504
Securities 0
Receivables 430,462
Allowances 7,900
Inventory 0
Current Assets 1,392,585
PP&E 609,746
Depreciation 427,565
Total Assets 2,069,737
Current Liabilities 2,267,030
Bonds 0
Preferred Mandatory 0
Preferred 0
Common 1,060
Other Shareholders Equity (634,747)
Total Liability and Equity 2,069,737
Sales 1,586,985
Total Revenues 1,586,985
CGS 387,719
Total Costs 1,020,823
Other Expenses 126,392
Loss Provision 0
Interest Expense 29,267
Income Pretax 52,051
Income Tax 0
Income Continuing 0
Discontinued 0
Extraordinary 0
Changes 0
Net Income 52,051
EPS Primary .04
EPS Diluted .04
</TABLE>
10
