<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended March 31, 2000.
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from ___________________to_____________________
Commission file number 0-26208
---------------
KeraVision, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 77-0328942
(State of Incorporation) (I.R.S. Employer
Identification No.)
48630 Milmont Drive
Fremont, CA 94538
(Address of principal executive offices)
(510) 353-3000
(Registrant's telephone number)
--------------
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[_]
As of April 28, 2000 there were 18,867,632 shares of Common Stock
outstanding.
<PAGE>
INDEX
<TABLE>
<CAPTION>
Page
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PART I. FINANCIAL INFORMATION (unaudited)
<S> <C>
Item 1. Condensed Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999............. 3
Condensed Consolidated Statements of Operations for the three-month
periods ended March 31, 2000 and 1999......................................................... 4
Condensed Consolidated Statements of Cash Flows for the three-month periods
ended March 31, 2000 and 1999................................................................. 5
Notes to Condensed Consolidated Financial Statements.......................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations.................................................................................... 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................... 10
PART II. OTHER INFORMATION
Item 2. Changes in Securities......................................................................... 11
Item 6. Exhibits and Reports on Form 8-K.............................................................. 11
SIGNATURES.......................................................................................................... 12
</TABLE>
2
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KERAVISION, INC.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---------- ------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents..................................................................... $ 39,737 $ 43,251
Available-for-sale investments................................................................ 170 6,519
Accounts receivable, net...................................................................... 454 567
Inventory..................................................................................... 2,144 2,403
Prepaid expenses and other current assets..................................................... 814 1,161
--------- ---------
Total current assets............................................................................ 43,319 53,901
Property and equipment, net................................................................... 2,688 2,604
Other assets.................................................................................. 945 634
--------- ---------
Total assets.................................................................................... $ 46,952 $ 57,139
========= =========
Liabilities and stockholders' equity
Current liabilities:
Accounts payable.............................................................................. $ 2,203 $ 2,282
Accrued payroll and related expenses.......................................................... 779 1,172
Accrued clinical trial costs.................................................................. 1,708 1,674
Other accrued liabilities..................................................................... 563 792
Current portion of capital lease obligations.................................................. 685 685
Short-term debt............................................................................... 4,588 4,527
--------- ---------
Total current liabilities....................................................................... 10,526 11,132
Capital lease obligations....................................................................... 847 1,030
Redeemable convertible series B preferred stock................................................. 17,338 16,964
Stockholders' equity:
Common stock.................................................................................. 19 19
Additional paid-in capital.................................................................... 148,095 147,548
Accumulated other comprehensive income........................................................ 100 206
Accumulated deficit........................................................................... (129,152) (118,939)
Notes receivable from stockholders............................................................ (821) (821)
--------- ---------
Total stockholders' equity...................................................................... 18,241 28,013
--------- ---------
Total liabilities and stockholders' equity...................................................... $ 46,952 $ 57,139
========= =========
</TABLE>
See accompanying notes.
3
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KERAVISION, INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
2000 1999
------------------
<S> <C> <C>
Net sales................................................. $ 1,000 $ 472
Costs and expenses:
Cost of sales and manufacturing expenses.............. 1,977 1,588
Research and development.............................. 2,435 2,090
Selling, general and administrative................... 6,747 3,979
======================
Total costs and expenses.................................. 11,159 7,657
----------------------
Operating loss............................................ (10,159) (7,185)
Interest income and other, net............................ 596 32
Interest expense.......................................... (276) (103)
----------------------
Net loss.................................................. $ (9,839) $(7,256)
----------------------
Preferred stock dividend requirements:
Redeemable convertible series B......................... (374) (411)
Net loss applicable to common stockholders................ $(10,213) $(7,667)
======================
Basic and diluted net loss per share applicable to
common stockholders....................................... $(0.54) $(0.60)
======================
Shares used in calculation of net loss per share.......... 18,816 12,794
</TABLE>
See accompanying notes.
4
<PAGE>
KERAVISION, INC.
Condensed Consolidated Statements of Cash Flows
Increase(Decrease) in cash and cash equivalents
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
2000 1999
------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss........................................................... $(9,839) $(7,256)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation..................................................... 236 141
Loss from disposal of fixed assets............................... (105) --
Changes in operating assets and liabilities:
Accounts receivable.......................................... 113 --
Inventory.................................................... 259 (850)
Prepaid expenses and other current assets.................... 347 (106)
Other assets................................................. (311) 1
Accounts payable............................................. (79) 1,064
Other accrued liabilities.................................... (588) 402
--- -----
Net cash used in operating activities.............................. (9,967) (6,604)
----- -----
Cash flows from investing activities:
Purchases of available-for-sale investments........................ -- (297)
Sales of available-for-sale investments............................ 2,219 5,702
Maturities of available-for-sale investments....................... 4,024 --
Capital expenditures............................................... (215) (193)
----- -----
Net cash provided by investing activities...................... 6,028 5,212
----- -----
Cash flows from financing activities:
Principal payments under capital lease obligations................. (183) (127)
Proceeds from sales-leaseback of capital equipment................. -- 132
Proceeds from issuance of short-term debt and warrants............. 61 5,000
Proceeds from issuance of equity securities under employee
stock plans........................................................ 547 267
--- ---
425 5,272
Net cash provided by financing activities...................... --- -----
Net increase(decrease) in cash and cash equivalents................. (3,514) 3,880
Cash and cash equivalents at the beginning of the period............ 43,251 1,449
------ -----
Cash and cash equivalents at the end of the period.................. $39,737 $ 5,329
======= =======
Supplemental disclosure of non-cash investing and financing
activities:
Accrued dividends related to preferred stock........................ $ 310 $ 343
======= =======
Accretion related to preferred stock................................ $ 64 $ 68
======= =======
</TABLE>
See accompanying notes.
5
<PAGE>
KERAVISION, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited condensed financial statements of KeraVision, Inc.
(the "Company" or "KeraVision"), have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions for Form 10-Q and Article 10 of Regulation S-X. The balance sheet
as of March 31, 2000, the statements of operations for the three-month periods
ended March 31, 2000 and 1999 and the cash flows for the three-month periods
ended March 31, 2000 and 1999 are unaudited but include all adjustments
(consisting only of normal recurring adjustments) which the Company considers
necessary for a fair presentation of the financial position at such date and the
operating results and cash flows for those periods. Although the Company
believes that the disclosures in these financial statements are adequate to make
the information presented not misleading, certain information normally included
in financial statements and related footnotes prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to the rules and regulations of the Securities and Exchange Commission. The
accompanying financial statements should be read in conjunction with the
Company's annual financial statements and notes thereto included on Form 10-K.
The accompanying condensed consolidated balance sheet at December 31, 1999 is
derived from audited financial statements at that date.
Results for three-months ended March 31, 2000 and 1999 are not necessarily
indicative of results for any other interim period or for any year.
2. Net Loss Per Common Share
Net loss per common share is computed based on the weighted average number of
common shares outstanding and excludes common stock equivalents as their effect
would be antidilutive. For the periods ended March 31, 2000 and 1999 dividends
and accretion related to the redeemable preferred stock are added to the net
loss to arrive at net loss applicable to common stockholders. Options and
warrants to purchase 1,710,468 and 55,492 shares of common stock were
outstanding at March 31, 2000 but were not included in the computation of
diluted net income per share as the Company incurred a net loss in the periods
presented and the effect of the securities would have been anti-dilutive.
3. Inventory
Inventories are stated at the lower of cost or market. Cost is determined by
the first-in, first-out method. The Company's inventory was composed of the
following (in thousands):
<TABLE>
March 31, December 31,
2000 1999
---------------------------
<S> <C> <C>
Raw materials............................................................... $ 619 $1,168
Finished goods.............................................................. 1,525 1,235
------ ------
Total.................................................................... $2,144 $2,403
====== ======
</TABLE>
4. Available-for-sale investments
The Company's available-for-sale investments at March 31, 2000 were composed
of the following (in thousands):
<TABLE>
<CAPTION>
Gross Unrealized Estimated
Cost Gains Fair Value
---- ----------------- ----------
<S> <C> <C> <C>
Money market Instruments....................... $ 1,250 $-- $ 1,250
Certificates of deposit........................ 170 -- 170
Commercial paper............................... 16,883 -- 16,883
Auction rate preferred stock................... 3,000 -- 3,000
Corporate debt securities...................... 17,350 -- 17,350
------- ----------------- -------
Available-for-sale investments................. 38,653 -- 38,653
Included in cash & cash equivalents............ 38,483 -- 38,483
------- ----------------- -------
Included in available for sale investments..... $ 170 $-- $ 170
======= ================= =======
</TABLE>
6
<PAGE>
All available-for-sale investments mature within one year. Gross realized
and unrealized gains/losses were not significant during the three-month periods
ended March 31, 2000 and 1999.
5. Comprehensive Income (Loss)
The components of comprehensive income (loss) are as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
2000 1999
------------------
<S> <C> <C>
Net loss...................................................................... $(9,839) $(7,256)
Unrealized gain on available-for-sale investment.............................. (101) (1)
Foreign currency translation adjustment....................................... (5) --
------------------
Total comprehensive loss................................................... $(9,945) $(7,257)
==================
</TABLE>
Accumulated other comprehensive income presented in the accompanying
consolidated condensed balance sheets consists of the accumulated net unrealized
gain on available-for-sale investments.
6. Recent Accounting Pronouncements
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin 101, (SAB 101), "Revenue Recognition in Financial
Statements". SAB 101 summarizes the SEC's views in applying generally accepted
accounting principles to selected revenue recognition issues. We are required
to apply the guidance in SAB 101 to our financial statements no later than the
second quarter of 2000. The Company does not expect SAB 101 to have a material
effect on its financial position or results of operations.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
Overview
Since our founding in November 1986, KeraVision has been engaged in the
research and development of technologies for surgical correction of vision
disorders. Although we have been selling our product since 1996, we expect to
continue to incur substantial losses until sufficient revenues can be generated
to offset expenses. Given the uncertainties in developing a market for a new
product, we may not be able to achieve or sustain significant revenue growth in
the foreseeable future. Furthermore, we expect our overall expenses to increase
as our sales and marketing activities grow.
On April 9, 1999, KeraVision obtained FDA approval to distribute and sell
Intacs in the United States for the treatment of mild myopia in the range of -
1.0 to -3.0 diopters in patients who are 21 years of age or older, who have a
stable refraction and who have up to +1.0 diopter of astigmatism. We are
currently conducting a Phase III clinical trial to expand our approved range of
indication for myopia to include -0.75 to -1.0 diopter and -3.1 to -4.5
diopters. In May 1998, we began limited commercial sales in Canada following
regulatory approval to sell Intacs to treat myopia in the range of -1.0 to -5.0
diopters. In late 1996, we were granted the right to affix the CE mark on Intacs
for myopia which allows KeraVision to sell products to treat myopia in the range
of -1.0 to -5.0 diopters in European Union countries.
The research, manufacture, sale and distribution of medical devices such as
Intacs are subject to numerous regulations imposed by governmental authorities,
principally the FDA and comparable state and foreign agencies. The regulatory
process is lengthy, expensive and uncertain. Prior to commercial sale in the
United States, most medical devices, including Intacs, must be cleared or
approved by the FDA. Securing FDA approvals and clearances requires the
submission to the FDA of extensive clinical data and supporting information.
Current FDA enforcement policy strictly prohibits the marketing of medical
devices for uses other than those for which the product has been approved or
cleared. Product approvals and clearances can be withdrawn for failure to comply
with regulatory standards or for the occurrence of unforeseen problems following
initial marketing. Foreign governments or agencies also have review processes
for medical devices which present many of the same risks. The right to affix the
CE mark can be withdrawn, resulting in an inability to sell products in European
Union countries.
We cannot be sure that we will achieve significant revenues from sales of
Intacs or any other potential products or become profitable. Although KeraVision
has received approval to sell Intacs in the United States, the European Union
and Canada, we cannot be sure that our Intacs technology will prove to be safe
or effective over the long term in correcting vision, that our Intacs technology
will perform in the manner we anticipate or that Intacs or any other product
developed by us will be commercially successful.
Results of Operations
Three Months Ended March 31, 2000 and 1999
Net sales increased 112 percent or $528,000 to $1.0 million for the first
quarter ended March 31, 2000 over the $472,000 in revenues for the same quarter
a year ago. As part of the reduction in new surgeon training, training-related
surgeon kit sales were down from the fourth quarter of 1999 which resulted in a
reduction from fourth quarter revenues of $1.9 million. The changing revenue mix
reflects a transition toward building on-going sales from Intacs procedures, the
focus in the first quarter of 2000, and away from one-time sales from surgeon
startup kits, which was the focus in 1999 following FDA approval in April 1999.
Cost of sales and manufacturing expenses totaled $2.0 million in the three-
month period ended March 31, 2000 as compared to $1.6 million in the comparable
prior year period. The increase in cost of sales and manufacturing expenses
reflected higher fixed costs associated with the establishment of our
manufacturing operations and higher variable costs as a result of higher net
sales.
Research and development expenses, which include clinical and regulatory
expenses, for the three-month period ended March 31, 2000 were $2.4 million, an
increase of $345,000 from the three-month period ended March 31, 1999. The
increase is primarily due to expenses associated with the Phase III clinical
trial on expanded treatment ranges.
8
<PAGE>
Selling, general and administrative expenses of $6.7 million were incurred
in the three-month period ended March 31, 2000, an increase of $2.8 million from
the $4.0 million incurred in the comparable prior year period. The increase is
primarily due to increased staffing and marketing efforts related to market
development in the U.S. and Canada. The Company expects sales and marketing
expenses to continue to increase as further investments in marketing our product
in the United States are incurred.
Interest income and other, net was $596,000 for the three-month period
ended March 31, 2000, as compared to $32,000 in the comparable prior year
period. Interest income increased due to the short-term investment of proceeds
from the secondary public offering completed on August 17, 1999. Interest
expense increased $173,000 to $276,000 for the three-month period ended March
31, 2000. The increase was primarily due to the increase in average short-term
debt balances.
The net loss for the three-month period was $9.8 million versus $7.3
million for the same period in 1999. The net loss applicable to common
stockholders for the quarter ended March 31, 2000 was $10.2 million versus $7.7
million for the comparable prior year period. The net loss per share applicable
to common stockholders for the quarter was 54 cents as compared to 60 cents for
the same period from the previous year. This per share calculation included the
effect of dividends, of $374,000 and $411,000 to preferred stockholders for the
three-month periods ended March 31, 2000 and 1999, respectively. The Company
believes that its net loss could significantly increase in future periods
dependent on product acceptance.
Liquidity and Capital Resources
KeraVision has financed its operations since incorporation primarily
through its public offerings, private sales of preferred stock, interest income,
equipment financing arrangements and the May 1999 acquisition of Transcend
Therapeutics and its net cash balance of $8.5 million. Cash used in operating
activities for the first three months of 2000 increased to $10.0 million from
$6.6 million in the comparable period of the prior year. The use of cash for
operating acitivities was primarily affected by an increase in net loss
reflecting increased selling, general and administrative, manufacturing and
research and development expenses. Cash and investments were approximately $40.0
million at March 31, 2000. Capital expenditures for the first three months of
2000 and 1999 were $215,000 and $193,000, respectively.
The Company believes it has the financial resources to meet business
requirements through at least December 31, 2000. The Company's future cash
requirements, however, may vary materially from those now planned because of
results of research, development and clinical testing, establishment of
relationships with strategic partners, changes in focus and direction of the
Company's research and development programs, changes in the scale, timing, or
cost of the Company's commercial manufacturing facility, competitive and
technological advances, the FDA or other regulatory processes, changes in the
Company's marketing and distribution strategy, and other factors. In addition,
we anticipate that we will need to obtain additional funds in the near future to
continue our business operations. We cannot assure you that we will be able to
obtain additional sources for funding our business operations when necessary,
and we cannot assure you that other sources of funding, if any, will be
available on terms favorable or acceptable to KeraVision. If we fail to obtain
sufficient funds to continue our operations, we may need to delay, scale back or
eliminate some or all of our sales and marketing efforts, research and product
development programs, clinical studies or regulatory activities or license third
parties to commercialize products or technologies that we would otherwise seek
to develop.
Impact of Year 2000
In prior years, the Company discussed the nature and progress of its plans
to become Year 2000 ready. In late 1999, the Company completed its remediation
and testing of systems. As a result of those planning and implementation
efforts, the Company experienced no significant disruptions in mission-critical
information technology and non-information technology systems and believes those
systems successfully responded to the Year 2000 date change. The Company
expensed approximately $30,000 during 1999 in connection with remediating its
systems. The Company is not aware of any material problems resulting from Year
2000 issues, either with its products, its internal systems, or the products and
services of third parties. The Company will continue to monitor its mission-
critical computer applications and those of its suppliers and vendors throughout
the year 2000 to ensure that any latent Year 2000 matters that may arise are
addressed promptly.
9
<PAGE>
Euro Conversion
On January 1, 1999, several member countries of the European Union
established fixed conversion rates between their existing sovereign currencies
and adopted the Euro as their new common legal currency. As of that date, the
Euro traded on currency exchanges and the legacy currencies remain legal tender
in the participating countries for a transition period between January 1, 1999
and January 1, 2002. During the transition period, noncash payments can be made
in the Euro, and parties can elect to pay for goods and services and transact
business using either the Euro or legacy currency. Between January 1, 1999 and
January 1, 2002 the participating countries will introduce Euro notes and coins
and withdraw all legacy currencies so that they will no longer be available. The
Company does not expect that the transition to the Euro will materially affect
the Company's foreign sales or will result in any material increase in costs to
the Company.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
KeraVision is exposed to financial market risks from changes in interest
rates related to our investment portfolio, short-term debt, and capital lease
obligations. To mitigate these risks, we invest in debt instruments that meet
high credit quality standards and we further limit the amount of credit exposure
to any one issue, issuer, or type of instrument. KeraVision also limits the
maturity of debt investments to one year or less. KeraVision does not utilize
derivative financial instruments. As of March 31, 2000, we held $39.9 million of
interest rate sensitive investments in debt securities. The interest rate
exposure of the investments is partially offset by $6.1 million of short-term
debt and capital lease obligations outstanding as of March 31, 2000. A
hypothetical 1% increase in interest rates would result in a decrease in the net
fair value of the interest rate sensitive securities of less than $20,000 as of
March 31, 2000. This estimate is based on sensitivity analyses performed on our
financial positions at March 31, 2000. Actual results may differ materially.
10
<PAGE>
PART II. OTHER INFORMATION
Item 2. Changes in Securities
The Company sold no unregistered securities during the period but did issue
10,315 additional shares of its Series B Convertible Preferred Stock to holders
of Series B Convertible Preferred Stock as a stock dividend for the previous
quarter. These dividend shares were not registered under the Securities Act of
1933, because their issuance did not constitute a sale under the Securities Act
of 1933. The shares issued have the same conversion and other rights as the
originally issued shares of Series B Convertible Preferred Stock.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3.1 Amended and Restated Certificate of Incorporation of the Company (filed as
Exhibit 3.1 to the Company's registration statement on Form S-1 (File No. 33-
92880) and incorporated herein by reference)
3.2 Amended and Restated Bylaws of the Company, as amended (filed as Exhibit
3.2 to the Company's Annual Report on Form 10-K/A for the year ended December
31, 1998 filed with the Commission on May 3, 1999 ("Form 10-K/A") and
incorporated herein by reference)
4.1 Preferred Shares Rights Agreement, dated as of August 18, 1997, between the
Company and Bank Boston, N.A., including the Certificate of Designation of
Rights, Preferences and 13 Privileges of Series A Participating Preferred Stock
attached thereto as Exhibit A (filed as Exhibit 4.1 to the Company's Form 8-A
filed with the Commission on August 25, 1997 and incorporated herein by
reference)
4.2 Investors' Rights Agreement dated as of June 12, 1998, by and among the
Company and the investors listed on Exhibit A thereto (filed as Exhibit 4.2 to
the Company's Annual Report on Form 10-K for the year ended December 31, 1998
filed with the Commission on April 1, 1999 ("Form 10-K") and incorporated herein
by reference)
4.3 Certificate of Designation of Rights, Preferences and Privileges of Series
B Convertible Preferred Stock of the Company (filed as Exhibit 3.3 to the
Company's Form 10-K and incorporated herein by reference)
27.1 Financial Data Schedule (filed via the EDGAR system)
(b) The Company filed the following Current Reports on Form 8-K during the
quarterly period ended March 31, 2000:
Date of Report Items Reported Financial Statements Filed
January 20, 2000 5,7 None
February 15, 2000 5,7 Yes
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KeraVision, Inc.
By: /s/ Mark Fischer-Colbrie
------------------------
Mark Fischer-Colbrie
Vice President, Finance and Administration
and Chief Financial Officer
(Duly Authorized Officer and Principal Financial and Accounting Officer)
Date: May 4, 2000
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 39,737
<SECURITIES> 170
<RECEIVABLES> 454
<ALLOWANCES> 0
<INVENTORY> 2,144
<CURRENT-ASSETS> 814
<PP&E> 2,688
<DEPRECIATION> 0
<TOTAL-ASSETS> 46,952
<CURRENT-LIABILITIES> 10,526
<BONDS> 0
0
0
<COMMON> 19
<OTHER-SE> 18,222
<TOTAL-LIABILITY-AND-EQUITY> 46,952
<SALES> 1,000
<TOTAL-REVENUES> 1,000
<CGS> 0
<TOTAL-COSTS> 1,977
<OTHER-EXPENSES> 9,182
<LOSS-PROVISION> (10,159)
<INTEREST-EXPENSE> (276)
<INCOME-PRETAX> (9,839)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,213)
<EPS-BASIC> (0.54)
<EPS-DILUTED> (0.54)
</TABLE>
