U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
AMENDMENT NO. 1
(Mark One)
[x] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 1996
[ ] TRANSITION REPORT PURSUANT SECTION 13 OF 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________ to __________________
Commission file number 0-28704
CLASSIC RESTAURANTS INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
COLORADO 84-1122431
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3500 PARKWAY LANE, SUITE 435, NORCROSS, GEORGIA 30092
(Address of principal executive offices)
(770)729-9010
(Issuer's telephone number)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes___X___ No______
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date:
3,498,851 SHARES OF CLASS A COMMON STOCK, NO PAR VALUE
200,000 SHARES OF CLASS B COMMON STOCK, NO PAR VALUE
AS OF DECEMBER 31, 1996
Transitional Small Business Disclosure Format (check one): Yes______ No __X___
Exhibit index on page 12 Page 1 of 14 pages
<PAGE>
CLASSIC RESTAURANTS INTERNATIONAL, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Balance Sheet - December 31, 1996 (unaudited) 3
Statement of Operations - for the three months
ended December 31, 1996 (unaudited) 4
Statement of Cash Flows - for the three months
ended December 31, 1996 (unaudited) 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART II. OTHER INFORMATION 9
<PAGE>
CLASSIC RESTAURANTS INTERNATIONAL, INC
BALANCE SHEET
DECEMBER 31, 1996
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 75,351
Accounts receivable 15,144
Inventory 21,237
Due from affiliates 169,713
Prepaid and other current assets 297,242
--------
Total current assets 578,687
PROPERTY AND EQUIPMENT:
Furniture and equipment 287,108
Leasehold improvements 520,321
Vehicles 6,228
------
Total property and equipment 813,657
Accumulated depreciation (396,470)
417,187
OTHER ASSETS:
Deposits 39,119
Organization costs, net of accumulated
amortization of $8,388 21,612
-------
60,731
TOTAL ASSETS $ 1,056,605
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 222,792
Accrued expenses 25,322
Taxes payable 44,624
Other current liabilities 141,984
--------
Total current liabilities 434,722
NOTES AND LOANS PAYABLE 295,449
STOCKHOLDERS' EQUITY:
Preferred stock, Series A, 20 shares
at $25,000 stated value authorized,
issued and outstanding 500,000
Common stock, Class A, no par value,
1,800,000,000 shares authorized,
3,501,769 shares issued and outstanding 3,422,545
Common stock, Class B, no par value,
200,000,000 shares authorized,
200,000 shares issued and outstanding 200
Accumulated deficit (3,596,311)
Total stockholders' equity 326,434
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,056,605
==========
The accompanying notes are an integral part of this balance sheet.
<PAGE>
<TABLE>
CLASSIC RESTAURANTS INTERNATIONAL, INC
STATEMENTS OF LOSS
(UNAUDITED)
<CAPTION>
For the three months For the six months
ended December 31, ended December 31,
1996 1996
<S> <C> <C>
Net Sales $ 703,959 $1,115,833
Operating Expenses:
Operating and maintenance 547,639 921,604
General and administrative 444,310 694,941
Depreciation and amortization 35,899 71,789
------- -------
Total Operating Expenses 1,027,848 1,688,334
---------- ----------
Loss From Operations (323,889) (572,501)
---------- ----------
Other Income (expense):
Other income - 7,000
Interest income 201 410
Interest Expense (22,676) (28,902)
--------- ---------
(22,475) (21,492)
--------- ---------
Net Loss $ (346,364) $ (593,993)
========== ===========
Per share information:
Weighted average shares
outstanding
Primary 3,249,512 3,135,719
========= =========
Fully Diluted 3,527,289 3,274,607
========= =========
Net loss per share:
Primary $ (0.11) $ (0.19)
====== ======
Fully Diluted $ (0.10) $ (0.18)
====== ======
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
<TABLE>
CLASSIC RESTAURANTS INTERNATIONAL, INC
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
For the three months For the six months
ended December 31, ended December 31,
1996 1996
---------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (346,363) $ (593,993)
------------ -----------
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities -
Depreciation and amortization 35,899 71,789
Net changes in assets and liabilities -
Increase in accounts receivable (13,948) (11,459)
Increase in inventory (3,610) (5,157)
Increase in prepaid expenses (282,984) (283,297)
(Decrease) and increase in trade accounts payable (33,393) 35,698
Decrease in accrued expenses (10,516) (125,697)
(Decrease) and increase in taxes payable (5,010) 44,624
Increase in other current liabilities 14,848 54,483
------ -------
Total adjustments (298,714) (219,016)
---------- ----------
Net cash used in operating activities (645,077) (813,009)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (5,962) (10,821)
-------- ---------
Net cash used in investing activities (5,962) (10,821)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of deposits (180) (1,701)
Advances to affiliates (113,325) (117,625)
Payment of advances from stockholders (472,642) (320,641)
Payment of long-term debt (42,999) (42,999)
Proceeds from stock issuance 1,339,388 1,359,388
--------- ----------
Net cash provided by financing activities 710,242 876,422
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 59,203 52,592
CASH AND CASH EQUIVALENTS, beginning of period 16,148 22,759
------- -------
CASH AND CASH EQUIVALENTS, end of period $ 75,351 $ 75,351
======= ========
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
CLASSIC RESTAURANTS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and Item 310(b) of Regulation SB. They do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation have been included. The results of operations for the periods
presented are not necessarily indicative of the results to be expected for the
full year. For further information, refer to the financial statements of the
Company as of June 30, 1996, and the notes thereto, included in the Company's
Form 10-KSB.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1996 the Company had a working capital surplus of $143,965,
compared to a working capital deficiency $976,147 on June 30, 1996. On December
31, 1996, and June 30, 1996, the Company had cash and cash equivalents of
$75,351, and $22,759, respectively. The increase in working capital can be
attributed to a number of items.
In October 1996, the Company completed a private placement of stock for gross
proceeds of $500,000. The proceeds of this offering resulted in an increase in
both cash and working capital. The Company has entered into consulting
agreements with Cambria Investment Group, Ltd. and Continental Capital and
Equity Corporation to assist the Company with its shareholder and public
relations. The Company prepaid these agreements, with cash and stock, which
contributed to the increase in current assets, and working capital. The stock
issued under these agreements was valued at $258,750, which will be amortized
over the life of the agreements. Of the $50,000 in cash which was paid under the
agreements, $23,000 has been included in general and administrative expenses for
the 6 months ended December 31, 1996.
Also, an increase in the amount payable from affiliates increased current assets
and working capital. A portion of the amount due from affiliates is attributed
to the $60,000 earnest money deposits made under the Stock Purchase Agreement
described below under Results of Operations. The Stock Purchase Agreement was
terminated subsequent to the date of this report, therefore, the financial
statements included in this report do not reflect an expense for these deposits.
A note which was due to an affiliate of the Company, in the amount of $426,141,
was converted into Class A Common Stock, resulting in a reduction of current
liabilities and an increase in working capital and stockholders' equity. Current
liabilities were $434,722 and $1,084,704 on December 31, 1996 and June 30, 1996,
respectively. On December 31, 1996, and June 30, 1996, total liabilities were
$730,171 and $1,084,704, respectively.
6
<PAGE>
The differences in current liabilities and total liabilities between June 30,
1996 and December 31, 1996, are attributable to the reclassification of certain
debts, from current liabilities to notes and loans payable, and the conversion
of the note due to a stockholder into Class A Common Stock.
On December 31, 1996, the Company had total stockholders' equity of $326,434,
contrasted with a stockholders' deficit of $438,961 on June 30, 1996. The
private placement for $500,000, along with the conversion into equity of a note
due to a shareholder and the stock issued under the consulting agreements,
contributed to the increase in stockholders' equity. Also, the Company has sold
subscriptions for Series B Convertible Preferred Stock which, until the Company
is authorized to issue this stock, has been accounted for as equity investments
in Class A Common Shares.
Currently, the Company is dependent upon advances from shareholders and the sale
of stock to meet its financing needs. There is no guaranty that the Company will
be able to obtain additional financing from these sources.
RESULTS OF OPERATIONS
The financial statements of the Company as of December 31, 1996, are not
comparable to the Company's financial statements on December 31, 1995. The
financial statements dated December 31, 1996, are those of the Company and its
wholly-owned operating subsidiary, Classic Restaurants International, Inc., a
Florida corporation, while the financial statements dated December 31, 1995 were
those of what was formerly known as Casinos International, Inc. and its
wholly-owned subsidiary, Great American Casinos, Inc.
For the three and six months ended December 31, 1996, the Company had net sales
of $703,959 and $1,115,833, respectively. In contrast, net sales for the six
months ended June 30, 1996 were $1,372,352. For the six months ended December
31, 1996, operating expenses were $1,688,334, as compared to $1,800,238 for the
six months ended June 30, 1996. The Company experienced a loss from operations
of $572,501 and a net loss of $593,993, for the six months ended December 31,
1996. In contrast, for the six months ended June 30, 1996, the Company had a
loss from operations of $427,886 and a net loss of $446,467.
Operating expenses for the six months ended December 31, 1996, were $921,604, in
contrast to $1,247,567 for the six months ended June 30, 1996. The Company's
general and administrative expenses were $694,941 and $480,960 for the six
months ended December 31, 1996 and June 30, 1996, respectively. Interest expense
for the six months ended December 31, 1996, was $28,902, compared to $18,881 for
the six months ended June 30, 1996. Due to the seasonality of the Company's
business, and the changes which the Company has undergone during the past year,
the Company does not believe that expenses for the six months ending December
31, 1996 and the six months ending June 30, 1996 are comparable.
7
<PAGE>
On October 18, 1996, the Company entered into a Stock Purchase Agreement with
Joseph Rollins to purchase a 67.5% interest in Jocks & Jills Prado, Inc.
("Prado") and a 60.75% interest in Divine Events, Inc. ("Divine"). Prado does
business under the name Frankie's Food - Sports - Spirits, a sports bar located
in Atlanta, Georgia. The Company made an earnest money deposit of $50,000 and
made an additional $10,000 deposit for an extension of the Closing Date.
However, the Stock Purchase Agreement was terminated subsequent to the date of
this report, and the financial statements included in this report do not reflect
an expense for these deposits.
8
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not Applicable.
ITEM 2. CHANGES IN SECURITIES.
October 10, 1996, the Company's Board of Directors authorized
the creation of a Series A Convertible Preferred Stock, and
the issuance of 20 shares of the Series A Convertible
Preferred Stock along with a Common Stock Purchase Warrant for
an aggregate price of $500,000. The terms of the Series A
Convertible Preferred Stock, require the Company to redeem the
shares twelve (12) months after issuance, and entitle the
holder to a $25,000 liquidation preference over the holders of
the Company's equity securities. The Series A Preferred Stock
holders are entitled to vote with the Class A Common Stock
holders, and are entitled to the number of votes equal to the
number of shares of Class A Common Stock into which the Series
A Preferred Stock could be converted at the record date for
such a vote, or if no record date is determined, the date of
the vote or the date the written consent of shareholders is
solicited. The Series A Convertible Preferred Stock may be
converted into Class A Common Stock 45 days after issuance.
The number of shares into which the Series A Convertible
Preferred Stock may be converted is calculated by dividing
$25,000 by the "conversion price," which is the lesser of the
closing bid price on the date of subscription, or sixty
percent (60%) of the average closing bid price for a period of
three (3) trading days immediately preceding the date of
conversion. The conversion price may be adjusted from time to
time by the Board of Directors as set forth in the Articles of
Incorporation. No fractional shares will be issued upon
conversion, instead the Company will pay cash equal to the
fair value of the Class A Common Stock as determined by the
Board of Directors. Pursuant to the terms of the Series A
Convertible Preferred Stock, the Company may not amend its
Articles of Incorporation in any manner which would materially
alter or change the powers, preferences, or special rights of
the Series A Convertible Preferred shareholders, without the
approval of such amendment by two-thirds (2/3) of the
outstanding shares of Series A Convertible Preferred Stock,
voting together as a class. Also, the Company is limited in
its redemption, retirement, purchase, or acquisition of any
class or series of common stock, and the issuance of any class
or equity securities. The Company's Articles of Incorporation,
which describe in detail the provisions applicable to the
Series A Convertible Preferred Stock, are attached as an
exhibit to this report.
The purchaser of the Series A Convertible Preferred Stock,
Ocean Funding (BVI), Ltd., is not a U.S. citizen, therefore,
the Company issued these securities pursuant to the exemption
provided by Regulation S. Pursuant to the terms of the Common
Stock Purchase Warrant and the Series A Convertible Preferred
Stock, the Company has set aside and reserved 446,000 shares
of the Company's Class A Common Stock.
9
<PAGE>
The Common Stock Purchase Warrant entitles the holder to
purchase up to 295,000 shares of the Company's Class A Common
Stock. The terms of the Common Stock Purchase Warrant (the
"Warrant") provide that the Company will reserve 295,000
shares of the Class A Common Stock for issuance upon exercise
of the warrant. The Warrant could be exercised, until December
15, 1996, at a price of $1.70 per share, and thereafter at a
price of either $1.70 per share or sixty percent (60%) of the
closing bid for the Class A Common Stock. The terms of the
Warrant also provide for an adjustment in the number of shares
the holder is entitled to purchase, and the purchase price, in
the event the Company subdivides or combines its outstanding
shares of common stock. Subsequent to December, 1996, the
holder exercised its option to purchase 95,238 shares of the
Company's common stock for $ 0.525 per share ($49,999.95).
This stock was issued pursuant to the registration exemption
provided by Regulation S.
The Board of Directors, on October 28, 1996, authorized the
issuance of 130,000 shares of the Corporation's Class A Common
Stock to Continental Capital & Equity Corporation ("CCEC"), in
consideration for CCEC's services. Eighty thousand (80,000) of
these shares were registered on a Form S-8 filed with the
Securities and Exchange Commission. The other 50,000 shares
were not registered, based on the exemption provided by
Section 4(2) of the Securities Act. Management relied upon
this exemption because of the non-public nature of the sale
and the sophistication of CCEC and its directors.
On December 16, 1996, the Company issued 30,000 shares of
Class A Common Stock to Dale McMackin, a shareholder of the
Company, at a price of $2.00 per share. The Company relied on
the registration exemption provided by Section 4(2) of the
Securities Act, due to the non-public nature of the offering.
On December 20, 1996, the Company's Board of Directors
authorized the issuance of 247,759 shares of Class A Common
Stock. These shares were issued as follows:
Employees received 2,250 shares as an annual bonus in
recognition of loyal service and as an incentive to
continue with the Company. These employees were
Arthur Barnes, Ruth Barlow, Joe Camper, Gary Wyatt,
Leo Heitzman, Linda Ruth, and Dawn DeCarlo.
Crown Resources, Inc. ("Crown") received 243,509
shares in payment of $426,140.82 of debt. Crown is
controlled by James Robert Shaw, a director of the
Company.
Jerry W. Carter, a director of the Company, was
issued 2,000 shares of Class A Common Stock, and
1,000 shares of Series B Convertible Preferred Stock,
when authorized, for services rendered to the
Corporation, valued at $18,500.
10
<PAGE>
All of the Class A Common Stock shares were valued at
a $1.75 per share, which was 70% of the current bid
price of $2.50 per share. The Series B Convertible
Preferred Stock will be valued at $15.00 per share.
The Company issued these shares without registration,
based upon the exemption provided by Section 4(2) of
the Securities Act. Management believed this
exemption was available because of the non-public
nature of the transactions and the shares were issued
to employees and directors.
On December 10, 1996, the Board of Directors authorized the issuance of
10,000 shares of Series B Convertible Preferred Stock, for an aggregate
price of $150,000. As of December 31, 1996, subscriptions and payments
for 2,918 shares of Series B Convertible Preferred Stock had been
received by the Company, including the 1,000 shares which were issued
to Jerry W. Carter, as previously mentioned. However, as of December
31, 1996, the Company had not filed an amendment to the Articles of
Incorporation to authorize the Series B Convertible Preferred Stock.
The payments which were received for the Series B Convertible Preferred
Stock have been accounted for as equity investments in Class A Common
Shares, until such time as the Company is authorized to issue the
Series B Convertible Preferred Stock. The Company intends to offer and
sell the Series B Convertible Preferred Stock under the terms of Rule
506 of Regulation D. The Company believes that the sales prior to
December 31, 1996, may qualify for the registration exemption provided
by Section 4(2) given the non-public nature of the offering and that
the subscribers are current shareholders of the Company, with the
exception of Jerry W. Carter, who is a director of the Company.
Pursuant to the terms of the Series B Convertible Preferred Stock, the
Company has set aside and reserved 100,000 shares of Class A Common
Stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable.
ITEM 5. OTHER INFORMATION.
Not Applicable.
11
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
A) EXHIBITS
<CAPTION>
REGULATION SEQUENTIAL
S-B NUMBER EXHIBIT PAGE
NUMBER
<S> <C> <C>
2 PLAN OF PURCHASE, SALE, REORGANIZATION, ARRANGEMENT, N/A
LIQUIDATION, SUCCESSION
3.1 ARTICLES OF INCORPORATION, AS AMENDED (1) N/A
3.2 BYLAWS, AS AMENDED (2) N/A
4.1 ARTICLES OF INCORPORATION (3) N/A
10.1 STOCK PURCHASE AGREEMENT WITH JOCKS & JILLS PRADO, INC. N/A
AND DIVINE EVENTS, INC. (1)
10.2 Client Service Agreement with Continental Capital & N/A
Equity Corporation dated October 11, 1996 (4)
10.3 Consulting Agreement with Cambria Investment Group, N/A
Ltd. (4)
11 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS (5) N/A
15 LETTER ON UNAUDITED FINANCIAL INFORMATION (5) N/A
18 LETTER ON CHANGE IN ACCOUNTING PRINCIPLES N/A
19 REPORT FURNISHED TO SECURITY HOLDERS N/A
22 PUBLISHED REPORT REGARDING MATTERS SUBMITTED TO VOTE OF N/A
SECURITY HOLDERS
23 CONSENTS OF EXPERTS AND COUNSEL N/A
24 POWER OF ATTORNEY N/A
27 FINANCIAL DATA SCHEDULE 15
</TABLE>
- ------------
(1) INCORPORATED BY REFERENCE TO THE EXHIBITS FILED WITH THE COMPANY'S FORM
10-QSB FOR THE PERIOD ENDING DECEMBER 31, 1996.
(2) INCORPORATED BY REFERENCE TO THE EXHIBITS FILED WITH THE COMPANY'S
ANNUAL REPORTS ON FORM 10-KSB FOR THE FISCAL YEARS ENDED JUNE 30, 1995
AND JUNE 30, 1994 AND THE COMPANY'S CURRENT REPORT ON FORM 8-K DATED
JANUARY 31, 1996, COMMISSION FILE NUMBER 033-33556-D.
(3) THE APPLICABLE PROVISIONS OF THE ARTICLES OF INCORPORATION WHICH HAVE
BEEN CHANGED MAY BE FOUND IN EXHIBIT 3.1.
12
<PAGE>
(4) INCORPORATED BY REFERENCE TO THE EXHIBITS FILED WITH THE FORM S-8 FILED
ON NOVEMBER 11, 1996, WITH THE SECURITIES AND EXCHANGE COMMISSION, FILE
NUMBER 333-1609.
(5) SEE PART I - FINANCIAL STATEMENTS.
B) REPORTS ON FORM 8-K:
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CLASSIC RESTAURANTS INTERNATIONAL, INC.
(Registrant)
Date: February 20, 1996 By:/s/Caroline P. Anderson
Caroline P. Anderson
Executive Vice President
and Chief Financial Officer
123196.AM1
13
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET, INCOME STATEMETN, STATEMENT OF CASH FLOW, AND THE NOTES THERETO, FOUND ON
PAGES 3 THROUGH 6 OF THE COMPANY'S FORM 10-QSB/A AMENDMENT NO. 1 DATED DECEMBER
31, 1996.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 75,351
<SECURITIES> 0
<RECEIVABLES> 15,144
<ALLOWANCES> 0
<INVENTORY> 21,237
<CURRENT-ASSETS> 547,187
<PP&E> 813,657
<DEPRECIATION> 396,470
<TOTAL-ASSETS> 1,025,105
<CURRENT-LIABILITIES> 434,722
<BONDS> 0
500,000
0
<COMMON> 3,391,045
<OTHER-SE> (3,596,311)
<TOTAL-LIABILITY-AND-EQUITY> 1,025,105
<SALES> 0
<TOTAL-REVENUES> 1,115,833
<CGS> 0
<TOTAL-COSTS> 1,688,334
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,902
<INCOME-PRETAX> (593,993)
<INCOME-TAX> 0
<INCOME-CONTINUING> (593,993)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (593,993)
<EPS-PRIMARY> (0.19)
<EPS-DILUTED> (0.18)
</TABLE>
