SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(For the Quarter ended September 30, 1996)
Commission File Number 033-19522-NY
Genisys Reservation Systems, Inc. And Subsidiary
(formerly Robotic Lasers, Inc.)
Exact Name of registrant as specified in its charter)
New Jersey 22-2719541
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification no.)
2401 Morris Avenue, Union, New Jersey 07083
(Address of principal executive offices) (Zip Code)
(908) 810-8767
Issuer's Telephone Number including Area Code
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter periods that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of September 30, 1996: 2,834,866
shares of Common Stock (as adjusted for stock split)
Transitional Small Business Disclosure Format (check one)
Yes X No
1
<PAGE>
GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARY
(formerly Robotic Lasers, Inc.)
( A development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
DURING THE DEVELOPMENT STAGE
(unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
From Inception
<C>
Nine Months Nine Months Three Months Three Months March 7, 1994
Ended Ended Ended Ended Through
Sept 30, 1996 Sept 30, 1995 Sept 30, 1996 Sept 30, 1995 Sept 30, 1996
<S> <C> <C> <C> <C> <C> <C>
REVENUES AND EXPENSES DURING
THE DEVELOPMENT STAGE
Revenue $ -- $ -- $ -- $ -- $ --
Expenses -
General and Administrative 619,308 233,695 196,880 105,384 1,157,799
Depreciation and Amortization 72,809 4,876 31,140 4,495 90,616
Interest Expense, net 90,715 14,222 42,222 8,112 127,237
782,832 252,793 270,242 117,991 1,375,652
NET (LOSS) INCURRED DURING
THE DEVELOPMENT STAGE ($782,832) ($ 252,793) ($270,242) ($ 117,991) (1,375,652)
NET (LOSS) INCURRED
PER COMMON SHARE ($ .28 ) ($ .10 ) ($ .10 ) ($ .04 ) ($ .52 )
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,828,625 2,564,453 2,834,866 2,622,846 2,655,739
</TABLE>
See Accompanying Notes to Financial Statements
3
<PAGE>
GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARY
(formerly Robotic Lasers, Inc.)
A Development Stage Enterprise
CONSOLIDATED BALANCE SHEETS
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
September December
30, 1996 31, 1995
(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 76,550 $ 22,613
Prepaid Expenses 16,122 703
Total Current Assets 92,672 23,316
EQUIPMENT, NET OF ACCUMULATED
DEPRECIATION OF $90,022 and $17,393 562,443 302,381
OTHER ASSETS
Deposits and Other 28,787 26,988
$ 683,902 $ 352,685
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
LIABILITIES:
Notes Payable - private investors $ 750,000 $ 650,000
Accounts Payable and accrued expenses 269,320 98,012
Current portion of obligation under computer
equipment lease 59,952 45,012
Accrued interest payable - private investors 95,461 28,096
Accrued consulting fees - officer 49,500 ---
Loans and advances from related parties 56,507 19,126
Payroll taxes payable --- 10,000
Total current liabilities 1,280,740 850,246
Long-term portion of obligation under
computer equipment lease 66,601 89,746
Loans payable 563,500 ---
Convertible notes payable 30,000 ---
1,940,841 939,992
STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred Stock, $.0001 Par Value: 25,000,000
Shares Authorized; None Outstanding
Common Stock, $.0001 Par Value; 75,000,000
Shares Authorized; 2,834,866 and 2,804,866
Shares Issued and Outstanding 283 280
Paid in Capital 118,430 5,233
Deficit Accumulated During the Developmental Stage (1,375,652) ( 592,820)
(1,256,939) ( 587,307)
$ 683,902 $ 352,685
</TABLE>
See Accompanying Notes to Financial Statements
2
<PAGE>
GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARY
(formerly Robotic Lasers, Inc.)
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Deficit
Accumulated
Additional During The
Common Stock Paid-In Development
Total Shares Value Capital Stage
BALANCE - DECEMBER 31, 1995 ($587,307) 2,804,866 $280 $ 5,233 ($592,820)
PROCEEDS FROM ISSUANCE
OF COMMON STOCK 60,000 30,000 3 59,997
PROCEEDS FROM ISSUANCE
OF WARRANTS 11,500 11,500
CONTRIBUTION OF
CAPITAL - OFFICER 41,700 41,700
NET (LOSS) FOR THE
NINE MONTHS ENDED
SEPTEMBER 30, 1996 ( 782,832) -- -- -- ( 782,832)
BALANCE - SEPTEMBER 30, 1996 ($1,256,939) 2,834,866 $283 $118,430 ($1,375,652)
</TABLE>
See Accompanying Notes to Financial Statements
4
<PAGE>
GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARY
(formerly Robotic Lasers, Inc.)
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
From Inception
March 7, 1994
Nine Months Ended Nine Months Ended Through
September 30, September 30, September 30,
1996 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) ( $782,832) ( $252,793) ($1,375,652)
Adjustment to Reconcile Net (Loss) to Cash
Flows from Operating Activities:
Depreciation and Amortization 72,809 4,876 90,616
Common Stock issued for services rendered -- 9,600 19,600
Changes in operating assets and liabilities:
Other Assets (1,979) ( 2,000) (29,381)
Accounts Payable and Accrued Expenses 210,808 ( 21,357) 304,733
Prepaid Expenses ( 15,419) ( 1,867) (16,122)
Accrued Interest Payable 67,365 15,938 95,461
NET CASH FLOWS FROM
OPERATING ACTIVITIES ( 449,248) (247,603) ( 910,745)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Equipment ( 332,691) ( 241,255) (652,465)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Issuance of Notes Payable 100,000 500,000 750,000
Payments under Computer Equipment Lease (33,322) -- ( 43,046)
Proceeds from sale and lease-back 25,117 -- 169,599
Proceeds from Issuance of Common Stock 60,000 -- 60,000
Advances from related parties 37,381 -- 56,507
Contribution of capital - officer 41,700 41,700
Proceeds from issuance of Notes Payable
and Related Warrants 575,000 -- 575,000
Proceeds from issuance of
Convertible Notes Payable 30,000 -- 30,000
NET CASH FLOWS FROM
FINANCING ACTIVITIES 835,876 500,000 1,639,760
NET INCREASE IN CASH 53,937 11,142 76,550
CASH - BEGINNING OF PERIOD 22,613 5 --
CASH - END OF PERIOD $ 76,550 $ 11,147 $ 76,550
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 24,170 $ -- $ 32,596
Net liabilities assumed
in reverse acquisition $ -- $ -- $ 14,087
</TABLE>
See Accompanying Notes to Financial Statements
5
<PAGE>
GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARY
(formerly Robotic Lasers, Inc.)
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 Basis of Presentation
The consolidated balance sheet at the end of the preceding fiscal year has been
derived from the audited consolidated balance sheet contained in the Company's
Form 10-KSB and is presented for comparative purposes. All other financial
statements are unaudited. In the opinion of management, all adjustments which
include only normal recurring adjustments necessary to present fairly the
financial position, results of operations and cash flows of all periods
presented have been made. The results of operations for interim periods are not
necessarily indicative of the operating results for the full year.
Footnote disclosures normally included in financial statements prepared in
accordance with the generally accepted accounting principles have been omitted
in accordance with the published rules and regulations of the Securities and
Exchange Commission. These consolidated financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Form 10-KSB for the most recent fiscal year.
Note 2 Activities of the Company
The Company is in the development stage and has not yet generated any revenues
from operations. The Company's funds have been provided from Loeb Holding
Corporation, LTI Ventures Leasing Corporation, and from certain private
offerings. As reflected in the accompanying consolidated financial statements,
the Company has
incurred net losses of $1,375,652 since inception, and at September 30, 1996,
had a working capital deficiency of $1,188,068. These factors, among others,
indicate that if the Company is unable to secure additional financing, it may be
unable to continue in existence. The accompanying financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities that
might be necessary should the Company be unable to continue in existence.
Note 3 Long-Term Debt
On September 5, 1995, the Company and Loeb Holding Corp., as agent, (Loeb)
signed an agreement whereby Loeb purchased 841,455 shares of Common Stock of the
Company. In consideration for the sale of the stock, Loeb agreed to loan the
Company up to a maximum of $500,000 as evidenced by two Promissory Notes dated
September 5, 1995, one in the principal amount of $475,000 and the other in the
principal amount of $25,000.
The principal amount of the $475,000 note is to be repaid in 12 equal quarterly
payments commencing two (2) years from the date of said note. Prepayments may be
made at any time without penalty. Interest is accrued at the rate of nine
percent (9%) per annum and interest payments are to be made quarterly at the end
of each calendar quarter, or at such earlier date that this Note becomes due and
payable as a result of acceleration, prepayment or as otherwise provided herein.
Interest shall begin to run from the date that the monies are or were advanced
to the Maker. On March 31, 1996, all interest accrued through that date was
calculated and was to be paid in four equal installments on March 31, 1996, June
30, 1996, September 30, 1996 and December 31, 1996. In addition, the first
quarterly interest payment was to be made on March 31, 1996, for interest due
for the first quarter of 1996, and quarterly interest payments shall be made
thereafter on March 31st, June 30th, September 30th and December 31st of each
year.
6
<PAGE>
The Promissory Note for $25,000 accrues interest at the rate of nine percent
(9%) per annum payable quarterly and is convertible at the sole option of the
holder into a maximum of an additional 30% of the common shares of the Company
determined by a sliding scale based on the audited pretax profits of the Company
during the second and third years of operations of the Company on a sliding
scale based upon the Company achieving between 50% and 80% of the projections
provided to Loeb. (Example: If the Company achieves 80% or better of projection,
no conversion; if the Company achieves 50% or less of projection, conversion
into 30% of the Company; if the Company achieves between 50% and 80% of
projection, the note is convertible into the pro-rata portion of 30% of the
Company, i.e., 70% achievement equals one-third of the 30% of the Company.)
Unless previously converted, the principal amount of this note shall be repaid
by the Company in twelve (12) equal quarterly installments, the first principal
payment to be made on April 1, 1998.
On December 1, 1995, the Company and Loeb signed a convertible interim loan
agreement whereby Loeb loaned the Company the sum of $50,000 due in 60 days
together with interest of 9% to be used as working capital. Additionally on
December 4, 1995, January 16, 1996, February 23, 1996, and March 12, 1996, the
Company and Loeb signed additional convertible interim loan agreements whereby
Loeb loaned the Company the sums of $100,000, $50,000, $25,000 and $25,000
respectively. Each of these additional convertible interim loans were due in 60
days from the date of each agreement and accrued interest at 9% per annum.
Loeb has the option to convert the five convertible interim loan agreements into
two term Promissory Notes, one in the principal amount of $237,500 and the other
in the principal amount of $12,500. The two promissory notes would supersede the
above convertible interim loan agreements and repayment of the advances would be
governed by these promissory notes and not by the provisions of any of the
interim loan agreements. In consideration for the conversion of the interim loan
agreements into the two term Promissory Notes, Loeb will receive 420,728 shares
of Common Stock of the Company.
The principal amount of the $237,500 note is to be repaid in 12 equal quarterly
payments commencing two (2) years from the date of said note. Prepayments may be
made at any time without penalty. Interest is accrued at a rate of nine percent
(9%) per annum and interest payments are to be made quarterly at the end of each
calendar quarter, or at such earlier date that the Note becomes due and payable
as a result of acceleration, prepayment or as otherwise provided therein.
Interest shall begin to run from the date that the monies are or were advanced
to the Maker.
The Promissory Note for $12,500 will accrue interest at the rate of nine percent
(9%) per annum payable quarterly and is convertible at the sole option of the
holder into a maximum of an additional 15% of the common shares of the Company
determined by a sliding scale based on the audited pretax profits of the Company
during the second and third years of operations of the Company on a sliding
scale based upon the Company achieving between 50% and 80% of the projections
provided to Loeb. (Example: If the Company achieves 80% or better of projection,
no conversion; if the Company achieves 50% or less of projection, conversion
into 15% of the Company; if the Company achieves between 50% and 80% of
projection, the note is convertible into the pro-rata portion of 15% of the
Company, i.e., 70% achievement equals one-third of the 15% of the Company).
Unless previously converted, this $12,500 principal amount, together with any
accrued but unpaid interest, shall become a demand note after the third year of
operation of the Company.
There was no cash paid for interest for the nine months ended September 30,
1996. As of the date of this report, no cash has been paid to Loeb for interest
and the Company is technically in default on the Loeb Notes. Accordingly, such
notes payable are classified as current liabilities in the accompanying
financial statements.
7
<PAGE>
Note 4 Computer Equipment Lease
On September 30, 1995, the Company entered into a sale and lease-back
arrangement with LTI Ventures Leasing Corp. (LTI) whereby the Company sold the
bulk of its computer hardware and commercially purchased software to LTI. In
consideration of the sale, the Company received a total of $169,599 and agreed
to lease back the hardware and software for initial terms ranging from 24 to 30
months at a monthly rental totaling $7,039.
Note 5 Loans Payable
Pursuant to a private offering, the Company issued 11.5 units to various
unrelated third parties in May and June 1996. Each $50,000 unit consists of a
$49,000 three year promissory note bearing interest at 10% per annum and a Class
A redeemable common stock purchase warrant valued at $1,000 per unit.
The principal and interest on the promissory notes are to be repaid the earlier
of three years from issuance or thirty days after the closing date of the first
underwritten public offering of the Company's securities.
Each Class A common stock purchase warrant entitles the holder to purchase up to
25,000 shares of the Company's common stock at an exercise price of $5.75 per
share. The rights represented by this warrant are exercisable commencing 90 days
after the effective date of the public offering registration statement until
four years thereafter. The terms and conditions of these warrants are subject to
adjustment to conform with the warrants to be registered upon effectiveness of
the registration statement filed with the Securities and Exchange Commission. At
September 30, 1996, warrants to purchase 287,500 shares of the Compan's common
stock are outstanding, pursuant to this offering.
Note 6 Convertible Notes Payable
In April and June 1996, the Company borrowed a total of $30,000 from two
unrelated third parties. The maturity date is the earlier of January 1, 1998, or
the consummation of a public offering of the Company's common stock.
These notes bear interest at a rate of 7% per annum, payable on the last day of
each calendar quarter of each year, commencing March 31, 1997, to the maturity
date.
If the maturity date of these notes shall occur prior to January 1, 1998, in
lieu of the $30,000 payment of the principal amount due, the principal amount
due shall be converted into 15,000 fully paid and non-assessable shares of
common stock of the Company.
Note 7 Stockholders' Equity
Stock Split - At the annual meeting, stockholders approved an amendment to the
Company's Certificate of Incorporation effecting a 2 for 1 reverse stock split
of the outstanding shares of Common Stock of the Company as of the record date
(June 25, 1996) from 5,669,731 shares to 2,834,866 shares. The accompanying
financial statements give retroactive effect to the stock split.
8
<PAGE>
Common Stock - In August 1996, the Company canceled 333,216 shares of its Common
Stock which had been issued to Steven E. Pollan in connection with the
acquisition of Corporate Travel Link. The reason for such cancellation related
to various claims made by the Company against Mr. Pollan as a result of material
misrepresentation made to the Company and failure to provide services to the
Company. Pending return of the shares, they will be considered outstanding for
all periods presented.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The Company is in the development stage, has not yet generated any revenues and
has no commercial operations to date. The Company has been unprofitable since
inception and expects to incur additional operating losses over the next several
fiscal quarters. The Company does not expect to generate any revenues from
operations until 1997. As reflected in the accompanying financial statements,
the Company has incurred losses totaling $1,375,652 since inception and at
September 30, 1996, had a working capital deficit of $1,188,068.
Selling, general and administrative expenses were $619,308 for the nine months
ended September 30, 1996 as compared to $233,695 during the nine months ended
September 30, 1995. The primary reason for the difference between the two
periods is the commencement of operations during the earlier period when the
Company had no employees, while during the latter period the Company was fully
operational with 5 full-time employees. Payroll and payroll-related costs
increased approximately $155,000 during 1996. Other cost increases during the
1996 period consist of consulting fees ($49,000), professional fees ($124,000),
travel costs ($19,000), marketing costs ($15,000) and other administrative costs
($23,000). Selling, general and administrative expenses were $196,880 for the
three months ended September 30, 1996, as compared to $105,384 during the three
months ended September 30, 1995. The primary reason for the difference between
the two periods is the commencement of operations during the earlier period when
the Company had 2 full-time and 2 part-time employees, while during the latter
period, the Company was fully operational with 5 full-time employees.
Liquidity and Capital Resources
The Company's funds have principally been provided from Loeb Holding Corp., LTI
Ventures Leasing Corporation and a private offering, as described below.
In September 1995, Loeb Holding Corp. as agent, (Loeb) agreed to loan the
Company up to a maximum of $500,000 as evidenced by two Promissory Notes dated
September 5, 1995, one in the principal amount of $475,000 and the other in the
principal amount of $25,000. In addition, Loeb loaned the Company an additional
$150,000 in December 1995, $80,000 during the three months ended March 31, 1996,
and $20,000 in April 1996. Total loan proceeds to date are $750,000.
On September 30, 1995, the Company entered into a sale and lease-back
arrangement with LTI Ventures Leasing Corp. (LTI) whereby the Company sold the
bulk of its computer hardware and commercially purchased software to LTI. In
consideration for the sale, the Company received a total of $169,599 and agreed
to lease back the hardware and software for initial terms of 24 to 30 months at
a monthly rental totaling $7,039.
During the quarter ended March 31, 1996, the Company sold 5,000 shares of the
Company's restricted Common Stock to a former officer and the director of the
Company for $10,000. During the same period, the Company also sold 25,000 shares
of the Company's restricted Common Stock to an unrelated party for $50,000.
9
<PAGE>
Pursuant to a private offering, the Company issued 11.5 units to various
unrelated third parties in May and June 1996. Each $50,000 unit consists of a
$49,000 promissory note and a Class A redeemable Common Stock purchase Warrant
valued at $1,000 per unit. Each warrant entitles the holder to purchase 25,000
shares of the Company's common stock at $5.75 per share. Total proceeds received
from this offering was $575,000 and warrants to purchase 287,500 shares of the
Company's common stock were issued.
In April and June 1996, the Company received loan proceeds of $30,000 pursuant
to agreements entered into with two unrelated parties. These notes are
convertible into 15,000 shares of the Company's common stock if the maturity
date occurs prior to January 1, 1998.
During the quarter ended September 30, 1996, in order to raise additional
working capital for the Company, Joseph Cutrona, President of the Company, sold
a total of 32,500 shares of restricted common stock of the Company owned by him,
to sixteen unrelated third parties at prices ranging from $2.00 to $2.50 per
;share for total proceeds of $53,700.00. During the quarter ended September 30,
1996, Mr. Cutrona remitted $41,700.00 of these proceeds to the Company in the
form of a capital contribution. Subsequent to September 30, 1996, Mr. Cutrona
remitted $12,000.00, which represents the balance of the proceeds from the sale
of his stock, to the Company in the form of an additional capital contribution.
Mr. Mark Kenny who at the time was Executive Vice President of the Company, has
agreed to use his own shares of restricted common stock of the Company to
reimburse Mr. Cutrona for one-half of the number of shares sold by Mr. Cutrona.
At September 30, 1996, the Company had cash of $76,550 and a working capital
deficit of $1,188,068. Management of the Company estimates that it will require
additional funding of approximately $750,000 to provide for its planned
operations for the next six months. The Company is exploring a number of options
to raise the required funds, including a contemplated public stock offering, but
there are no assurances that additional financing will be consummated.
PART II OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K.
A report on Form 8-K, complete with all applicable exhibits, was filed on
February 2, 1996.
10
<PAGE>
SIGNATURES
Pursuant to 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.
GENISYS RESERVATION SYSTEMS, INC.
(formerly Robotic Lasers, Inc.)
Date: November 14, 1996 /s/ Joseph Cutrona
Joseph Cutrona
President and Chairman
Date: November 14, 1996 /s/ John H. Wasko
John H. Wasko
Secretary, Treasurer and
Principal Financial Officer
11
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's financial statements for the nine months ended September 30, 1996 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 77
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 93
<PP&E> 652
<DEPRECIATION> 90
<TOTAL-ASSETS> 684
<CURRENT-LIABILITIES> 1,322
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (1,299)
<TOTAL-LIABILITY-AND-EQUITY> 684
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 692
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 91
<INCOME-PRETAX> (783)
<INCOME-TAX> 0
<INCOME-CONTINUING> (783)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (783)
<EPS-PRIMARY> (.28)
<EPS-DILUTED> (.28)
</TABLE>
