SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1998 Commission File Number 0-23382
TRANS GLOBAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 62-1544008
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1393 Veterans Memorial Highway, Hauppauge, NY 11788
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 724-0006
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Number of shares of common stock outstanding as of November 1, 1998: 3,819,716
<PAGE> 2
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
INDEX
Part 1 - Financial Information:
Item 1. Financial Statements: Page No.
---------
Balance Sheets as of September 30, 1998 and December 31, 1997 3-4
Consolidated Statements of Operations-
Three and Nine Months Ended September 30, 1998 and September 30,1997 5
Consolidated Statements of Cash Flows-
Nine Months Ended September 30, 1998 and September 30, 1997. 6-7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-11
Part 11 Other Information
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibit 11 Computation of Earnings per Share 12
<PAGE> 3
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED
BALANCE SHEETS
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
September 30 December 31,
1998 1997
(Unaudited)
<S> <C> <C>
Assets
Current Assets:
Cash and Cash Equivalents $ 227,565 $ 328,484
Accounts Receivable- Net 5,905,241 5,470,353
Loans Receivable-Officer 5,000 47,500
Deferred Tax Asset -Current Portion 177,000 177,000
Prepaid Expenses and Other Current Assets 270,258 176,353
Total Current Assets 6,585,064 6,199,690
Property and Equipment-Net 198,590 194,513
Other Assets:
Due from Affiliates 1,576,261 1,675,955
Customer Lists 2,444,845 2,613,564
Goodwill, Net 739,112 775,545
Deferred Acquisition Costs 183,145 160,645
Deferred Tax Asset-Non Current 178,000 178,000
Other Assets 40,154 43,232
Investment in Preferred Stock of Affiliate 2,100,730 2,100,730
Total Other Assets 7,262,247 7,547,671
Total Assets $ 14,045,901 $ 13,941,874
See Notes to Financial Statements
</TABLE>
<PAGE> 4
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED
BALANCE SHEETS
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
(Unaudited)
<S> <C> <C>
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts Payable and Accrued Expenses $ 199,771 $ 591,614
Accrued Income Taxes Payable 13,496 76,357
Accrued Payroll and Related Taxes and Expenses 2,043,338 1,416,134
Voluntary Settlement Agreement -0- 150,000
Loans Payable, Asset-based lender 3,255,379 3,570,828
Note Payable- Other 138,230 138,230
Total Current Liabilities 5,650,214 5,943,163
Commitments and contingencies [4] -- --
-------------- --------------
Stockholders' Equity:
Common Stock, $.01 Par Value, 50,000,000
Shares Authorized at December 31, 1997
and 25,000,000 share authorized at
September 30, 1998, Issued and
Outstanding 3,819,716 38,197 38,197
Capital in Excess of Par Value 12,887,851 12,887,851
Deferred Consulting Fees (40,651) (162,601)
Accumulated Deficit (4,489,710) (4,764,736)
Total Stockholders' Equity 8,395,687 7,998,711
Total Liabilities and Stockholders Equity $ 14,045,901 $ 13,941,874
See notes to consolidated financial statements
</TABLE>
<PAGE> 5
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION> Three Months Ended Nine Months Ended
September 30, September 30
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Revenues $ 16,343,568 $ 18,799,319 $ 53,514,369 $ 57,689,536
Cost of Services Provided 14,722,419 17,037,957 48,797,645 52,907,042
---------- ---------- ---------- ----------
Gross Profit 1,621,149 1,761,362 4,716,724 4,782,494
Selling, General and Administrative 1,287,593 974,883 3,683,218 3,260,211
Related Party Administrative Expenses 45,000 30,000 130,000 90,000
Amortization of Intangibles 68,382 68,387 205,155 265,608
--------- --------- ----------- ----------
Total Operating Expenses 1,400,975 1,073,270 4,018,373 3,615,819
Operating Profit 220,174 688,092 698,351 1,166,675
Other Income (Expenses):
Interest Expense ( 98,531) (201,009) ( 432,071) ( 583,874)
Other Income 20,670 33,635 39,479 96,167
-------- -------- ----------- ----------
Total Other Expenses- Net ( 77,861) (167,374) ( 392,592) ( 487,707)
--------- --------- ---------- ----------
Income before income taxes $ 142,313 $ 520,718 $ 305,759 $ 678,968
Income Taxes 30,737 -0- 30,737 -0-
Net Income $ 111,576 $ 520,718 $ 275,022 $ 678,968
=========== =========== =========== ============
Basic Income Per Share:
Net Income $ .03 $ .14 $ .07 $ .18
-------- -------- ---------- ----------
Weighted Average Number of Shares 3,819,716 3,819,716 3,819,716 3,819,525
Diluted Income Per Share:
Incremental Shares from Assumed Conversion
of Options and Warrants 9,333 -0- 30,000 -0-
-------- -------- -------- ---------
Weighted Average Number of Shares
Assuming Dilution 3,829,049 3,819,716 3,849,716 3,819,525
Diluted Income Per Share:
Net Income $ .03 $ .14 $ .07 $ .18
See notes to consolidated financial statements
</TABLE>
<PAGE> 6
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows (Unaudited)
Nine Months
Ended September 30,
1998 1997
<S> <C> <C>
Operating Activities:
Net Income $ 275,022 $ 678,968
Adjustments to Reconcile Net Income
to Net Cash Provided by Operating
Activities:
Depreciation and Amortization 258,004 296,901
Charges from Option Exercise 121,950 105,654
Change in Assets and Liabilities:
(Increase) Decrease in Assets:
Receivables (434,888) (1,104,849)
Loans Receivable - Officer 42,500 ( 5,000)
Prepaid Expenses and Other Current Assets ( 93,905) 156,629
Increase (Decrease) in Liabilities:
Accounts Payable and Accrued Expenses (391,843) 89,653
Accrued Payroll Taxes and Related Expenses 627,204 561,533
Accrued Payroll Tax Penalties -0- (77,000)
Accrued Income Taxes Payable ( 62,861) -0-
Accrued Voluntary settlement agreement (150,000) (100,000)
-------- --------
Total Adjustments ( 83,839) ( 76,479)
-------- --------
Net Cash Provided by Operating Activities 191,183 602,489
</TABLE>
<PAGE> 7
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) CONTINUED
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Nine Months
Ended September 30,
1998 1997
<S> <C> <C>
Net Cash - Provided by
Operating Activities Forwarded $ 191,183 $ 602,489
Investing Activities:
Capital Expenditures ( 56,925) (160,160)
Repayments from (Advances
to) Affiliates 99,694 (236,903)
Deferred Acquisition Costs ( 22,500) -0-
Other, net 3,078 ( 20,224)
---------- ---------
Net Cash - Provided by(Used in)
Investing Activities 23,347 (417,287)
----------- ---------
Financing Activities:
Net (Payments to) Advances from
Asset-based lender (315,449) 287,106
Deferred Offering Costs -- (166,933)
Exercise of Stock Options -- 8,500
--------- ----------
Net Cash - Provided by(Used in) Financing
Activities (315,449) 128,673
Net(Decrease) Increase in Cash and Cash Equivalents(100,919) 313,875
Cash and Cash Equivalents - Beginning of Year 328,484 56,231
Cash and Cash Equivalents - End of Year $ 227,565 $ 370,106
============ ==========
Supplemental Disclosures of Cash
Flow Information:
Cash Paid For:
Interest $ 432,071 $ 583,874
Income Taxes $ 93,598 $ -0-
See notes to consolidated financial statements
</TABLE>
<PAGE> 8
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------
(1) Basis of Presentation
Trans Global Services, Inc, a Delaware corporation, operates through two
subsidiaries, Avionics Research Holdings, Inc. ["Holdings"], and Resource
Management International, Inc. ["RMI"]. The Company is engaged in providing
technical temporary staffing services throughout the United States. The
principal stockholder of the Company is SIS Capital Corp. ["SISC"], a
wholly-owned subsidiary of Consolidated Technology Group Ltd. ["Consolidated"],
a publicly held company.
In the opinion of the Company, the accompanying unaudited financial statements
contain all adjustments (consisting of only normal recurring accruals) necessary
to present fairly the financial position of the Company as of September 30, 1998
and December 31, 1997 and the results of its operations for the three and nine
months ended September 30, 1998 and 1997. These consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto together with management's discussion and analysis
of financial condition and results of operations contained in the Company's Form
10-K for the year ending December 31, 1997. The results of operations for the
three and nine months ended September 30,1998 are not necessarily indicative of
the results for the entire year or any future interim period.
(2) Summary of Significant Accounting Policies
The accounting policies followed by the Company are set forth in Note 2 to the
Company's consolidated financial statements included in the Company's Form 10-K
for the year ended December 31, 1997.
[3] Accounts Receivable and Loan Payable - Asset Based Lender
Receivables are shown net of an allowance for doubtful accounts of $62,500 at
September 30, 1998 and December 31, 1997. On April 28, 1998 the Company entered
into a two year revolving credit agreement with Citizens Business Credit
Company, a division of Citizen's Leasing Corporation ("Citizens")and paid the
balance due to its prior asset-based lender. Pursuant to the credit agreement
with Citizens, the Company can borrow up to 85% of its qualified accounts
receivables at an interest rate of prime plus 3/4% with a maximum availability
of $7.5 million. Citizens has a security interest in all accounts receivables,
contract rights, personal property, fixtures and inventory of the Company. At
September 30, 1998 and December 31, 1997 the total amount advanced by Citizens
or the Company's prior asset-based lender was $3,255,379 and $3,570,828
respectively. The interest rate on this short-term borrowing as of September 30,
1998 was 9.00% and at December 31, 1997 was approximately 10.50%.
[4] Contingencies
The Company has entered into a Mutual General Release with the U.S. Government
Printing Office (GPO) whereby both parties release each other from any and all
claims, contractual or otherwise which they may have had or might have in the
future with no payments required.
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Three Months Ended September 30, 1998 and 1997
Revenue from technical temporary staffing services is based on the hourly cost
of payroll plus a percentage. The success of the Company's business will be
dependent upon its ability to generate sufficient revenues to enable it to cover
its fixed costs and other operating expenses, and to reduce its variable costs,
principally its interest. Under its agreements with its clients, the Company is
required to pay its employees and pay all applicable Federal and state
withholding and payroll taxes prior to receipt of payment from the clients.
Furthermore, the Company's payments from its clients are based upon the hourly
rate paid to the employee, without regard to when payroll taxes are payable with
respect to the employee. Accordingly, the Company's cost of services is greater
during the first part of the year, when Federal Social Security taxes and state
unemployment and related taxes, which are based on a specific level of
compensation, are due. Thus, until the Company satisfies its payroll tax
obligations, it will have a lower gross margin than after such obligations are
satisfied. Furthermore, to the extent that the Company experiences turnover in
employees, its gross margin will be adversely affected. For example, in 1998,
Social Security taxes are payable on the first $68,400 of compensation. Once
that level of compensation is paid with respect to any employee, there is no
further requirement for the Company to pay Social Security tax for such
employee. Since most of the Company's employees receive compensation in excess
of that amount, the Company's costs with respect to any employee are
significantly higher during the period when it is required to pay Social
Security taxes than it is after such taxes have been paid.
The Company had revenue of approximately $16.3 million for the three months
ended September 30, 1998 which reflects a decrease of 13% over the same period a
year ago, however, the gross margin increased over the same period. The gross
margin increased to 9.9% for the three months ended September 30, 1998 compared
to 9.4% for the three months ended September 30, 1997. The decrease in revenue,
for the three month period is a result of the conclusion of several projects for
which the Company has been providing manpower and the slowdown of new projects
being started at the Company's larger customers due to the unstable economic
climate in Asia. During the three month periods for those respective years
approximately 74% and 80% of the revenue was generated from its five larger
customers, Boeing Corp., Northrop-Grumman, Lockheed-Martin, Bell Helicopter, and
Gulfstream Aerospace. These same clients accounted for 58% and 66% of the total
outstanding accounts receivable at September 30, 1998 and 1997 respectively.
Operating expenses increased by $328,000 or 30.5% during the three month period
ended September 30, 1998 compared to the three months ended September 30, 1997.
The Company has focused its attention on the information technology (IT) market
and has put a greater emphasis on expansion into this marketplace by directing
additional resources towards that objective. The Company believes that the gross
margins in the IT market are significantly higher than in the Company's present
technical service marketplace. The Company has opened an IT office in Iselin
N.J. to take advantage of that location's proximity to the financial, insurance
and pharmaceutical markets that utilize IT services. Additionally, the Company
has commenced a marketing program whereby the Company will place CAD CAM
hardware and software together with a trained operator, called the "Virtual
Design Unit", in the aircraft and automotive industries where the Company has an
exclusive agreement to market this software in the United States and Canada.
However, neither such marketing program generated any revenue in the period
ended September 30, 1998.
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations [Continued]
On April 23, 1998, the Company entered into a two year revolving credit
agreement with Citizens Business Credit Company, a division of Citizen's Leasing
Corporation ("Citizens"). Pursuant to the credit agreement, the Company can
borrow up to 85% of its qualified accounts receivables at an interest rate of
prime plus 3/4% with a maximum availability of $7.5 million. The Company
terminated its lending agreement with its previous lender. During the three
months ended September 30, 1998, the Company experienced a 51% decrease in
interest expense compared to the three months ended September 30, 1997 with only
a slight decline in the level of borrowings. This is due to the change in
lenders.
As a result of the foregoing, the Company earned $111,576, or $.03, per share
for the three months ended September 30, 1998 compared to net income of
$520,718, or $.14, per share, for the three months ended September 30, 1997.
Nine Months Ended September 30, 1998 and 1997
The Company had revenues of $53.5 million for the nine months ended September
30, 1998 reflecting a 7% decrease from the revenues of $57.7 million for the
same period a year earlier. This decrease can be attributed to several factors,
one of which being the Company's efforts during this period to discontinue those
sales that generate lower gross margins as reflected in the increased gross
margin of 8.8% during the nine months ended September 30, 1998 compared to 8.3%
during the nine months ended September 30, 1997. The other major factor for the
decrease in revenue is related to the delays experienced by the Company's
larger customers due to the unstable economic climate in Asia.
Operating expenses have increased by 11.1% in the nine month period ending
September 30, 1998 compared to the same period a year earlier. This increase is
attributable to the Company shifting its focus towards the information
technology ("IT") sector where it can experience significantly greater gross
margins on revenue. Additional personnel have been hired and a branch office has
been opened. Additionally, the Company has commenced a marketing program whereby
the Company will place CAD CAM hardware and software together with a trained
operator, called the "Virtual Design Unit", in the aircraft and automotive
industries where the Company has an exclusive agreement to market this software
in the United States and Canada. However, neither such marketing program
generated any revenue in the period ended September 30, 1998.
Interest expense for the Company decreased by 26% in the current nine month
period as compared to the nine month period ending September 30, 1997. This
reduction is directly attributable to the new two year revolving credit
agreement management was able to put in place with Citizens. The Company is
presently able to borrow funds at an interest rate of 3/4% over prime compared
to 2% over prime as charged by the Company's previous lender. The fees charged
by Citizens are also significantly lower than those charged by the previous
lender.
As a result of the foregoing, the Company earned $275,022 or $.07 per share, for
the nine month period ending September 30, 1998, compared to $678,968, or $.18
per share, for the nine months ended September 30, 1997.
<PAGE> 11
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations [Continued]
Liquidity and Capital Resources
As of September 30, 1998, the Company had working capital of approximately
$935,000, an increase of $678,000 over the working capital it had as
of December 31, 1997. The most significant current asset at September 30, 1998
was the Company's accounts receivables, which was $5.9 million. These
receivables were offset by payroll and related expenses of $2.0 million and $3.3
million due to Citizens. The payroll and related taxes and expenses relate
primarily to compensation to the Company's contract employees and related taxes,
which were paid during the first week of October 1998.
During 1997 and the first nine months of 1998, the Company has relied primarily
on its cash flow from operations and financing from its prior asset-based lender
and from Citizens to fund its operations. However, the Company believes that
unless the Company can improve its working capital, it may be unable to either
increase its revenue from certain major clients or attract other clients that
require the Company to have greater working capital.
The Company has entered into a Mutual General Release with the U.S. Government
Printing Office (GPO) whereby both parties release each other from any and all
claims, contractual or otherwise which they may have had or might have in the
future with no payments required.
Year 2000 Issue
Many existing computer programs use only two digits to identify a year in a date
field. These programs were designed and developed without considering the impact
of the upcoming change in the century. If not corrected, many computer
applications could fail or create erroneous results by or at the year 2000. This
issue is referred to as the "Year 2000 issue". A significant portion of the
Company's computer software, particularly the software relating to payroll and
other employee records, is performed for the Company by an outside service
company which has advised the Company that it is year 2000 compliant. The
Company is in the process of evaluating the potential cost to it in addressing
the Year 2000 issue with respect to its other software and the potential
consequences of an incomplete or untimely resolution of the Year 2000 issue.
Although the Company believes that it will not incur significant expenses to
become Year 2000 compliant, no assurance can be given that the Company will not
incur significant cost in addressing the Year 2000 issue or that the failure to
adequately address the Year 2000 issue will not have a material adverse effect
upon the Company.
Forward Looking Statements
Statements in this Form 10-Q that are not descriptions of historical facts may
be forward-looking statements that are subject to risks and uncertainties.
Actual results could differ materially from those currently anticipated due to a
number of factors, including those identified in this Form 10-Q, the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 and in other
documents filed by the Company with the Securities and Exchange Commission.
<PAGE> 12
Item 4. Submission of Matters to a Vote of Security Holders
On August 13, 1998 the Company held its 1998 Annual Meeting of Stockholders.
The number of votes is based on the voting rights of the Common Stock.
The following individuals were elected as directors:
Name Number of Votes Broker Non Votes
Joseph G. Sicinski 3,408,583 40,936
Edward Bright 3,408,583 40,936
James Conway 3,408,583 40,936
Seymour Richter 3,408,583 40,936
Donald Chaifetz 3,408,583 40,936
The following proposals were approved as follows:
Broker
Proposal Votes For Votes Against Abstain Non Votes
Approval to a decrease
in the number of shares
of authorized preferred
stock from 20,000,000
shares to 5,000,000 shares
and to decrease the number
of shares of authorized common
stock from 50,000,000 to
25,000,000 shares 2,188,312 34,516 5,251 1,219,982
Approval of the 1998
Long-Term Incentive Plan 2,072,009 151,920 6,132 1,219,982
Approval of the selection
of Moore, Stephens, PC
for 1998 3,411,908 11,092 9,024 18,019
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended September 30, 1998.
EXHIBIT 11.1- Computation of Earnings per Share
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Trans Global Services, Inc.
(Registrant)
-------------------------
Date: November 6,1998 Joseph G. Sicinski
(Chief Executive Officer)
------------------------
Date: November 6,1998 Glen R. Charles
(Chief Financial Officer)
<PAGE> 14
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 11.1- Computation of Earnings per Share
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Three Months Ended Nine Months Ended
September 30, September 30
1998 1997 1998 1997
Net Income 111,576 520,718 275,022 678,968
Weighted Average Number of
Shares Outstanding 3,819,716 3,819,716 3,819,716 3,819,525
Dilutive effect of stock
options and warrants computed
by use of treasury stock method 9,333 0 30,000 0
Weighted Average Number of
Shares Outstanding Assuming Dilution 3,829,049 3,819,716 3,849,716 3,819,525
--------- ---------- --------- ---------
Computation of Earnings Per
Share=Net Income/Average
common and common share
equivalent shares
outstanding
Basic Earnings Per Share $ .03 $ .14 $ .07 $ .18
----------- ------------ ----------- ----------
Diluted Earnings Per Share $ .03 $ .14 $ .07 $ .18
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF OPERATIONS FILED
AS PART OF THE QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH QUARTERLY REPORT ON FORM 10-Q.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 227,565
<SECURITIES> 0
<RECEIVABLES> 5,905,241
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,585,064
<PP&E> 689,361
<DEPRECIATION> 490,771
<TOTAL-ASSETS> 14,045,901
<CURRENT-LIABILITIES> 5,650,214
<BONDS> 0
<COMMON> 38,197
0
0
<OTHER-SE> 8,357,490
<TOTAL-LIABILITY-AND-EQUITY> 14,045,901
<SALES> 53,514,369
<TOTAL-REVENUES> 53,514,369
<CGS> 48,797,645
<TOTAL-COSTS> 48,797,645
<OTHER-EXPENSES> 3,978,894
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 432,071
<INCOME-PRETAX> 305,759
<INCOME-TAX> 30,737
<INCOME-CONTINUING> 275,022
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 275,022
<EPS-PRIMARY> .07
<EPS-DILUTED> .07
</TABLE>