<PAGE>
UNITED STATES
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 April 30, 1996
--------------------------------------------------
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: 0-26236
---------------------------------------------------------
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Missouri 37-1119387
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization Identification No.)
10100 "J" Street, Omaha, NE 68127
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
402-331-4440
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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. /x/ Yes / / No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. / / Yes / / No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
871 shares
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Reference is made to Exhibit 27 containing the Accountant's Compilation
Report, dated May 24, 1996; Balance Sheets, dated April 30, 1996 of
Professional Veterinary Products, Ltd. (the "Company"); Statements of Income
for the Nine Months Ended April 30, 1996; Statements of Retained Earnings for
Nine Months Ended April 30, 1996; Statements of Cash Flows for Nine Months
Ended April 30, 1996; Notes to Financial Statements; and Schedule of
Operating, General and Administrative Expenses.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS PROFESSIONAL VETERINARY PRODUCTS, LTD. ("COMPANY")
REVENUES
Net sales for the nine months ended April 30, 1996 were $49,678,424
compared to $46,660,790 for the nine month period ended April 30, 1995, an
increase of 6.5%. Increased sales were due primarily to sales to new customers
of the Company. Revenues from commissions and sales promotion, which were
$846,249 and $531,766, respectively, for the nine months ended April 30, 1996,
increased significantly from the same period in 1995 ($486,720 and $109,817,
respectively for the nine months ended April 30, 1995). Revenues from
commissions and sales promotions increased due to changes in manufacturers'
sales programs, with increased emphasis on direct shipment by manufacturers,
with payment of commissions and sales promotion fees to the Company. Total
revenues increased from $47,323,756 for the nine months ended April 30, 1995, to
$51,152,334 for the nine months ended April 30, 1996, an increase of 8.1%.
COST OF SALES
The total cost of sales for the nine months ended April 30, 1996 were
$46,895,915, up from $44,125,381 for the nine month period ended April 30,
1995, an increase of 6.3%. Vendor rebates, which are rebate incentives
received by the Company from manufacturers and are deducted from the cost of
sales, decreased from $1,837,418 for the nine months ended April 30, 1995 to
$1,304,825 for the nine months ended April 30, 1996, primarily due to the
timing of such rebates and decisions by manufacturers concerning issuance of
rebates. Gross profit of $4,256,419 for the nine month period ended April
30, 1996, represented 8.32% of total revenues, an increase from 6.76% for the
nine month period ended April 30, 1995.
OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES
Operating, general and administrative expenses for the nine month period
ended April 30, 1996 were $3,852,076, compared to $3,044,656 for the nine
months ended April 30, 1995. The most significant portion of this increase
came from the increase in employee salaries which increased from $1,090,480
for the nine months ended April 30, 1995 to $1,637,523 for the nine months
ended April 30, 1996. This increase is attributable to the addition of new
employees by the Company during the nine month period ended April 30, 1996.
In addition to the increase in employee salaries, employee-related taxes and
benefits increased due to the increase in the number of employees. Other
contributors to the increase in expenses included an increase in depreciation
from $126,000 for the nine months ended April 30, 1995, to $235,782 for the
nine months ended April 30, 1996. This increase in depreciation is due
primarily to the acquisition of additional equipment during the nine month
period ended April 30, 1996. Travel and promotion increased from $70,021 to
$178,275, and sales promotion increased from $264,804
<PAGE>
to $354,879. Marketing services decreased, however, from $368,287 to $74,097.
PROFESSIONAL VETERINARY PRODUCTS, LTD. BALANCE SHEETS
CURRENT ASSETS
Total current assets of the Company increased from $10,919,505 as of April
30, 1995 to $12,274,183 as of April 30, 1996. A significant portion of this
increase came from an increase in inventory which increased $1,071,658 from
April 30, 1995 to April 30, 1996, resulting in total inventory of $8,224,467 as
of April 30, 1996. Trade accounts receivable increased slightly from $3,488,477
to $3,606,099, with no allowance for doubtful accounts, which is based on the
Company's historical experience with respect to bad debts.
PROPERTY AND EQUIPMENT
The Company's value of property and equipment increased from $2,650,612 as
of April 30, 1995 to $3,146,479 as of April 30, 1996 primarily as a result of
the acquisition of additional equipment by the Company. The amount of
accumulated depreciation has also increased as a result, with the net value
after depreciation of $2,300,398, compared to $2,090,767 as of April 30, 1995.
OTHER ASSETS
Other assets of the Company remained relatively stable at $232,263 as of
April 30, 1996, compared to $241,533 as of April 30, 1995.
CURRENT LIABILITIES AND LONG TERM DEBT
Total current liabilities increased from $8,952,736 as of April 30, 1995,
to $10,037,019 as of April 30, 1996, primarily as a result of an increase in
trade accounts payable (from $8,690,843 as of April 30, 1995 to $9,750,254 as of
April 30, 1996) and accrued income taxes. Long term debt decreased from
$1,435,982 as of April 30, 1995 to $1,379,500 as of April 30, 1996, as a result
of the amortization of debt payments during the year. First Bank, Omaha,
Nebraska, has provided the long term debt financing for the Company, which was
in connection with the acquisition of its Omaha, Nebraska facility. First Bank
also provides an operating line of credit of $2,000,000, of which none was
outstanding as of April 30, 1996.
LIQUIDITY
The current ratio of the Company (ratio of current assets to current
liabilities) remained at 1.22 for April 30, 1995 and April 30, 1996. The
ratio of total current assets to total current liabilities and long-term debt
was 1.08 as of April 30, 1996. The Company's debt to asset ratio as of April
30, 1996 was 77.1% compared to 78.4% as of April 30, 1995, while the
Company's debt to equity ratio as of April 30, 1996 was 3.4x, compared to
3.6x as of April 30, 1995. The
<PAGE>
Company's total stockholders' equity and retained earnings increased from
$2,863,087 as of April 30, 1995 to $3,390,325 as of April 30, 1996.
PART II - OTHER INFORMATION
ITEM 1 TO 5. OMITTED PURSUANT TO INSTRUCTIONS.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibit 27: Financial Statements pursuant to Item 1, Part I, above.
SIGNATURE
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.
June 19, 1996 PROFESSIONAL VETERINARY
PRODUCTS, LTD.
(Registrant)
/s/ Dr. Lionel L. Reilly
------------------------------
(Signature)
Dr. Lionel L. Reilly, President
<PAGE>
MARVIN E. JEWELL & CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS
Accountant's Compilation Report
------------------------------
Board of Directors
Professional Veterinary Products, Ltd.
Omaha, Nebraska
We have compiled the accompanying balance sheets of Professional
Veterinary Products, Ltd. as of April 30, 1996 and 1995, and the related
statements of income, retained earnings, and cash flows for the nine months then
ended, and accompanying schedule in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants.
A compilation is limited to presenting in the form of financial
statements information that is the representation of management. We have not
audited or reviewed the accompanying financial statements and schedule and,
accordingly, we do no express an opinion or any other form of assurance on them.
/s/ Marvin E. Jewell & Co., P.C.
Lincoln, Nebraska
May 24, 1996
1
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Balance Sheets
April 30, 1996 and 1995
ASSETS
Current assets: 1996 1995
---- ----
Cash $ 223,650 -
Accounts receivable, trade, less
allowance for doubtful accounts (0) 3,606,099 3,488,477
Accounts receivable, stock 211,967 -
Accounts receivable, other 8,000 278,219
Inventory 8,224,467 7,152,809
---------- ----------
Total current assets 12,274,183 10,919,505
---------- ----------
Property and equipment 3,146,479 2,650,612
Less accumulated depreciation 846,081 559,845
---------- ----------
2,300,398 2,090,767
---------- ----------
Other assets:
Organization expense less
accumulated amortization
$35 (1996), $15 (1995) 65 85
Loan origination fee less
accumulated amortization
$2,750 (1996), $1,100 (1995) 5,500 7,150
Investments 226,698 234,298
---------- ----------
232,262 241,533
---------- ----------
$ 14,806,044 13,251,805
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Bank overdraft - 105,593
Current portion of long-term debt $ 56,482 51,766
Accounts payable, trade 9,750,254 8,690,843
Accrued interest 11,090 10,848
Accrued expenses 89,722 73,510
Accrued income taxes 129,471 20,076
---------- ----------
Total current liabilities 10,037,019 8,952,736
---------- ----------
Long-term debt 1,379,500 1,436,982
---------- ----------
Stockholders' equity:
Common stock, no par value per share.
Authorized 30,000 shares; issued
and outstanding 871 shares (1996),
760 shares (1995) 2,540,000 2,207,000
Retained earnings 850,325 656,087
---------- ----------
3,390,325 2,863,087
---------- ----------
$ 14,806,844 13,251,805
---------- ----------
---------- ----------
See accompanying notes to financial statements and accountant's compilation
report.
2
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Statements of Income
Nine months ended April 30, 1996 and 1995
Amount Percent
------------------- --------------
1996 1995 1996 1995
---- ---- ---- ----
Revenues:
Net sales $ 49,678,424 46,660,790 9.12 9.60
Shipping 54,863 50,771 .11 .11
Commissions 846,249 486,720 1.65 1.03
Sales promotion 531,766 109,817 1.04 .23
Annual meeting reimbursement 6,961 8,734 .01 .02
Miscellaneous 34,071 6,924 .07 .01
---------- ---------- ------ ------
51,152,334 47,323,756 100.00 100.00
---------- ---------- ------ ------
Cost of sales:
Net purchases 47,291,298 45,124,710 92.45 95.35
Freight out 909,442 838,089 1.78 1.77
Less vendor rebates (1,304,825) (1,837,418) (2.55) (3.88)
---------- ---------- ------ ------
46,895,918 44,125,301 91.68 93.24
---------- ---------- ------ ------
Gross profit 4,256,419 3,198,378 8.32 6.76
---------- ---------- ------ ------
Operating, general and
administrative expenses
(Schedule) 3,852,076 3,044,656 7.93 6.44
---------- ---------- ------ ------
Operating income 404,343 153,719 .79 .32
Other income - Interest 92,574 69,156 .18 .15
---------- ---------- ------ ------
496,917 222,875 .97 .47
Other expenses - Interest 115,219 72,866 .22 .15
---------- ---------- ------ ------
Income before income
taxes 381,698 150,019 .78 .32
Income taxes 157,783 57,658 .31 .12
---------- ---------- ------ ------
Net income $ 223,945 92,361 .44 .20
---------- ---------- ------ ------
---------- ---------- ------ ------
See accompanying notes to financial statements and accountant's compilation
report.
3
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Statements of Retained Earnings
Nine months ended April 30, 1996 and 1995
1996 1995
--------- ---------
Balance at beginning of period $ 626,380 563,726
Net income 223,945 92,361
--------- ---------
Balance at end of period $ 850,325 656,087
--------- ---------
--------- ---------
See accompanying notes to financial statements and accountant's compilation
report.
4
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Statements of Cash Flows
Nine months ended April 30, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
-------------------------- --------------------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income $ 223,945 92,361
Adjustments to reconcile net income
to net cash provided (used) by
operating activities:
Depreciation and amortization $ 237,031 128,860
Adjustments for working capital
changes:
(Increase) decrease in:
Receivables (1,226,638) (2,693,419)
Inventories (2,436,218) (2,006,117)
Increase (decrease) in:
Receivables 3,331,483 3,799,566
Inventories (143,437) (103,981)
Income taxes 140,921 (1,839)
------------ ---------
Total adjustments (96,858) (876,930)
-------- ---------
Net cash provided (used) by
operating activities 127,087 (784,569)
Cash flows from financing activities:
Purchase of property and equipment (461,173) (1,112,739)
Subsidiary acquisition - (25,000)
Return of investment 7,500 -
------------ ---------
Net cash used by
investing activities (453,573) (1,137,739)
Cash flows from financing activities:
Net loan proceeds (reduction) (39,245) 1,098,341
Net proceeds from issuance of
common stock 153,000 333,000
Loan origination fees - (8,250)
------------ ---------
Net cash provided by
financing activities 113,755 1,423,111
-------- ---------
Net decrease in cash (212,731) (499,197)
Cash at beginning of period 436,381 393,804
-------- ---------
-------- ---------
Cash (deficit) at end of period $ 223,650 (105,693)
-------- ---------
-------- ---------
Supplementary disclosures of cash flow information:
Interest paid $ 114,886 64,604
-------- ---------
-------- ---------
Income taxes paid $ 16,832 59,497
-------- ---------
-------- ---------
</TABLE>
See accompanying notes to financial statements and accountant's compilation
report.
5
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Notes to Financial Statements
April 30, 1995 and 1996
(1) Organization and summary of significant accounting policies:
Organization:
Professional Veterinary Products, Ltd. was incorporated in the State
of Missouri in 1982. The corporation was formed to buy, sell and
warehouse pharmaceuticals and other veterinary related items. The
purpose of the corporation is to act as a wholesale distributor
primarily to shareholders. Shareholders are limited to the ownership
of one share of stock and must be a licensed veterinarian or business
entity comprised of licensed veterinarians.
Summary of significant accounting policies:
(a) Basis of accounting:
The corporation uses the accrual method of accounting for
financial statements and income tax purposes.
(b) Accounts receivable:
Accounts receivable are considered fully collectible,
therefore, no allowance for doubtful accounts was recorded.
(c) Inventory:
Inventory is valued at the lower of cost or market on the
first-in, first-out basis.
(d) Property and equipment and depreciation:
Property and equipment are stated at cost. For financial
reporting purposes and income tax purposes, the company uses
accelerated depreciation methods over the estimated useful
lives of the assets.
(e) Cash and cash equivalent:
The corporation considers all highly liquid investments with
a maturity of three months or less when purchased to be cash
equivalents.
(f) Amortization:
Organizational costs are being amortized over sixty months
on a straight-line basis. Financing costs are being
amortized over the term of the note on a straight-line
basis. This amortization is included in interest expense in
the income statement.
(g) Income taxes:
Income taxes are provided for the tax effects of
transactions reported in the financial statements and
consist of taxes currently due. The amount of income taxes
paid or payable for a year is determined by applying the
provisions of the enacted tax law to the taxable income for
that year.
(2) For the nine months ended April 30, the Company recognized liabilities for
overcharges on sales in excess of an agreed to profit margin of 5%
totaling $1,464,800 (1996), $2,114,311 (1995).
See accountant's compilation report.
6
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Notes to Financial Statements (Continued)
April 30, 1996 and 1995
(3) Property and equipment:
<TABLE>
<CAPTION>
Book Value
Accumulated ------------------
Cost Depreciation 1996 1995
---- ------------ ---- ----
<S> <C> <C> <C> <C>
Land $ 15,455 - 15,455 15,455
Buildings 1,751,987 142,905 1,609,082 1,664,435
Equipment 1,379,037 703,176 675,861 410,877
--------- --------- --------- ---------
$ 3,146,479 846,081 2,300,398 2,090,767
--------- --------- --------- ---------
</TABLE>
(4) Long-term debt:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Note payable, bank, 8.75% interest $ 1,435,982 1,487,748
Less current portion due within one year (56,482) (81,766)
--------- ---------
$ 1,379,500 1,435,982
--------- ---------
--------- ---------
</TABLE>
Monthly installments of principal and interest of $14,992 commencing
February 1, 1995 with final installment and entire unpaid principal
balance due on January 1, 2000. The loan may be prepaid with early
redemption premiums of 3%, 2%, and 1% in years two, three, and four
respectively. Principal payments of up to $150,000 will be accepted
without prepayment penalty. Loan is collateralized by land and
building.
Total yearly payments of long-term debt are due as follows:
<TABLE>
<S> <C>
1997 $ 56,482
1998 61,627
1999 67,241
2000 1,250,632
---------
$ 1,435,982
---------
---------
</TABLE>
(5) Commitments and contingent liabilities - leases:
July 21, 1994 the company entered into a lease with IBM Credit
Corporation for the purpose of leasing related computer hardware. The
lease minimum rentals are $3,339 per month. The lease expires July,
1997.
October 3, 1995 the company entered into a lease with Nebraska
Leasing Services, Inc. for the purpose of leasing a vehicle. The
lease minimum rentals are $588.25 per month for a term of 36 months
with a final rental installment of $20,000. The lease expires
October 9, 1998.
February 1, 1996 the company entered into a lease with Nebraska
Leasing Services, Inc. for the purpose of leasing a vehicle. The
lease minimum rentals are $431.36 per month for a term of 48 months
with a final rental installment of $11,000. The lease expires
February 1, 2000.
See accountant's compilation report.
7
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Notes to Financial Statements (Continued)
April 30, 1996 and 1995
(5) Commitments and contingent liabilities - leases (continued):
Minimum future obligations on operating leases in effect on April 30,
1996 are:
<TABLE>
<CAPTION>
Vehicle Vehicle Computer
Lease Lease Hardware
Expense Expense Expense
-------- -------- --------
<S> <C> <C> <C>
Period ended April 30, 1997 $ 7,059 5,176 40,068
Period ended April 30, 1998 7,059 5,176 10,017
Period ended April 30, 1999 23,529 5,176 -
Period ended April 30, 2000 - 14,882 -
-------- -------- --------
$ 37,647 30,410 50,085
-------- -------- --------
-------- -------- --------
</TABLE>
(6) Transactions between Board of Directors, key employees and the company.
Professional Veterinary Products, Ltd. had sales to the Board of
Directors and key employees for the period ended April 30, 1996 as
follows:
Members of the Board of Directors $ 1,162,536
Key employees 1,458
---------
$ 1,163,996
---------
---------
(7) Profit-sharing and 401-K retirement plans:
The Company provides a non-contributory profit-sharing plan covering
all full-time employees who qualify as to age and length of service.
It has been the Company's policy to make contributions to the plan as
provided annually by the Board of Directors. The total provision for
the contribution to the plan was $0 for the periods ended April 30,
1996 and 1995.
The Company also provides a contributory 401-K retirement plan
covering all full-time employees who qualify as to age and length of
service. It is the Company's policy to match a maximum 10% employee
contribution with a 3% contribution. The total provision to the plan
for the periods ended April 30, 1996 and 1995 were $27,047 and
$21,666, respectively.
See accountant's compilation report.
8
<PAGE>
PROFESSIONAL VETERINARY PRODUCTS, LTD.
Schedule of Operating, General and Administrative Expenses
Nine months ended April 30, 1996 and 1995
<TABLE>
<CAPTION>
Amount Percent
---------------- ----------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Salaries $ 1,637,523 1,090,480 3.20 2.30
Director's fees 35,500 - .08 -
Annual meeting 34,036 53,769 .07 .11
Convention and seminars 40,419 24,115 .08 .06
Insurance 174,790 117,691 .34 .25
Life insurance 9,763 9,000 .02 .02
Office supplies and expense 97,434 96,461 .19 .20
Operating supplies 283,759 270,026 .55 .57
Equipment rent 47,248 48,887 .09 .10
Telephone 90,393 77,276 .18 .16
Utilities 36,167 31,516 .07 .07
Accounting fees 23,630 19,500 .05 .04
Legal fees 36,261 27,886 .07 .06
Taxes, payroll 137,186 87,862 .27 .19
Taxes, general 34,908 31,519 .07 .05
Repairs and maintenance 54,802 37,301 .11 .08
Depreciation 235,782 126,000 .46 .27
Contract labor 99,943 85,297 .20 .18
Advertising 26,696 11,470 .05 .02
Postage 25,140 16,334 .05 .03
Travel and promotion 178,275 70,021 .36 .13
Dues and subscriptions 5,847 17,125 .01 .04
Profit-sharing and pension contribution 27,047 21,666 .05 .05
Sales promotion 354,879 264,804 .69 .86
Marketing services 74,097 368,287 .14 .78
License and fees 15,621 6,999 .03 .01
Equipment maintenance 17,860 36,264 .03 .09
Miscellaneous 17,071 5,400 .03 .01
--------- --------- ---- ----
$ 3,852,076 3,044,656 7.53 6.44
--------- --------- ---- ----
--------- --------- ---- ----
</TABLE>
See accompanying notes to financial statements and accountant's compilation
report.
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-START> AUG-01-1995
<PERIOD-END> APR-30-1996
<CASH> 223,650
<SECURITIES> 0
<RECEIVABLES> 3,826,066
<ALLOWANCES> 0
<INVENTORY> 8,224,467
<CURRENT-ASSETS> 12,274,183
<PP&E> 3,146,479
<DEPRECIATION> 846,081
<TOTAL-ASSETS> 14,806,844
<CURRENT-LIABILITIES> 10,037,019
<BONDS> 1,379,500
0
0
<COMMON> 2,540,000
<OTHER-SE> 850,325
<TOTAL-LIABILITY-AND-EQUITY> 14,806,844
<SALES> 4,256,419
<TOTAL-REVENUES> 51,152,334
<CGS> 46,895,915
<TOTAL-COSTS> 3,852,076
<OTHER-EXPENSES> 115,219
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 115,219
<INCOME-PRETAX> 381,698
<INCOME-TAX> 157,753
<INCOME-CONTINUING> 223,945
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 223,945
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
