-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MuodIX59svhkot7vS7qn1RwKgZI2Ba7z47/3Fuvv01PGDxwCUVMP7S2xYaWDorZp wJYJt0/VM4KTVUxez9QDzA== 0000912057-01-515446.txt : 20010515 0000912057-01-515446.hdr.sgml : 20010515 ACCESSION NUMBER: 0000912057-01-515446 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTV INC /DE/ CENTRAL INDEX KEY: 0000854152 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 942907258 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-10377 FILM NUMBER: 1633956 BUSINESS ADDRESS: STREET 1: 1270 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2122622571 MAIL ADDRESS: STREET 1: 12270 AVE OF THE AMERICAS #2401 STREET 2: 12270 AVE OF THE AMERICAS #2401 CITY: NEW YORK STATE: NY ZIP: 10020 10-Q 1 a2049131z10-q.txt 10-Q ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 10-Q -------------- [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001 -------------- ACTV, INC. (Exact name of registrant as specified in its charter) -------------- DELAWARE 94-2907258 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 225 PARK AVENUE SOUTH NEW YORK, NEW YORK 10003 (Address of principal executive offices) (Zip Code) (212) 497-7000 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 May 9, 2001, there were 56,126,581 shares of the registrant's common stock outstanding. ================================================================================ ITEM 1. FINANCIAL STATEMENTS ACTV, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
MARCH 31, 2001 DECEMBER 31, (UNAUDITED) 2000 ------------- ------------- ASSETS Current assets: Cash and cash equivalents $ 101,046,645 $ 122,488,041 Accounts receivable-net 3,550,704 1,182,376 Other 3,295,218 4,402,541 ------------- ------------- Total current assets 107,892,367 128,072,958 ------------- ------------- Property and equipment-net 16,061,176 12,628,232 ------------- ------------- Other assets: Restricted cash 4,322,400 3,165,368 Investment in warrant 76,016,175 76,016,175 Investments-other 3,250,000 3,250,000 Patents and patents pending 8,086,759 8,053,642 Software development costs 3,872,217 3,328,101 Goodwill 27,143,580 1,362,072 Other 1,000,686 275,638 ------------- ------------- Total other assets 123,691,817 95,450,996 ------------- ------------- Total assets $ 247,645,360 $ 236,152,186 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 3,494,281 $ 7,712,857 Deferred revenue 3,885,442 4,032,776 ------------- ------------- Total current liabilities 7,379,723 11,745,633 Deferred revenue 69,681,497 70,586,450 Minority interest 12,612,521 13,307,131 Stockholders' equity: Common stock, $0.10 par value, 200,000,000 shares authorized: issued and outstanding 51,228,154 at December 31, 2000, and 56,056,836 at March 31, 2001 5,605,684 5,122,816 Additional paid-in capital 300,920,042 273,605,573 Accumulated deficit (148,554,107) (138,215,417) ------------- ------------- Total stockholders' equity 157,971,619 140,512,972 ------------- ------------- Total liabilities and stockholders' equity $ 247,645,360 $ 236,152,186 ============= =============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 1 ACTV, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, ------------------------------ 2001 2000 ------------ ------------ Revenues $ 3,273,442 $ 1,393,037 ------------ ------------ Costs and expenses: Operating expenses 4,173,051 2,797,728 Selling and administrative 9,916,084 4,090,453 Depreciation and amortization 1,419,522 711,537 Amortization of goodwill 418,498 106,593 ------------ ------------ Total expenses 15,927,155 7,706,311 Interest income 1,620,408 1,167,879 Interest expense -- (261,305) ------------ ------------ Interest--net 1,620,408 906,574 ------------ ------------ Loss before minority interest (11,033,305) (5,406,700) Minority interest - subsidiaries (694,615) (170,450) ------------ ------------ Net loss $(10,338,690) $ (5,236,250) ============ ============ Basic and diluted loss per common share $ (0.20) $ (0.12) Weighted average number of common shares outstanding 52,358,579 45,215,172
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 2 ACTV, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, -------------------------------- 2001 2000 ------------- ------------- Cash flows from operating activities: Net loss $ (10,338,690) $ (5,236,250) Adjustments to reconcile net loss to net cash used in operations: Depreciation and amortization 1,838,019 818,130 Amortization and accretion of deferred expenses related to debt financing -- 246,757 Amortization of deferred revenue (904,953) -- Common stock issued in lieu of cash payment 1,842,248 68,219 Minority interest (694,615) (170,450) Changes in assets and liabilities: Accounts receivable (1,152,241) (131,158) Other assets (959,661) (729,066) Accounts payable and accrued expenses (4,914,100) (417,374) Deferred revenue (147,334) (70,150) ------------- ------------- Net cash used in operating activities (15,431,327) (5,621,342) Cash flows from investing activities: Investment in patents (182,357) (68,268) Investment in property and equipment (3,804,775) (560,422) Investment in software development costs (747,446) (270,688) Acquisition of business net of cash and cash equivalents 1,881,540 -- ------------- ------------- Net cash used in investing activities (2,853,038) (899,378) Cash flows from financing activities: Net proceeds from debt issuance (2,000,000) Purchase of letters of credit (1,157,031) -- Net proceeds from equity financings -- 150,256,379 ------------- ------------- Net cash (used)/provided by financing activities (3,157,031) 150,256,379 ------------- ------------- Net (decrease) increase in cash and cash equivalents (21,441,396) 143,735,659 Cash and cash equivalents, beginning of period 122,488,041 9,413,169 ------------- ------------- Cash and cash equivalents, end of period $ 101,046,645 $ 153,148,828 ============= =============
SUPPLEMENTAL DISCLOSURE TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS The following schedule provides additional information concerning acquisitions: FOR THE THREE MONTHS ENDED MARCH 31,2001 ------------- Purchase Acquisitions: Assets acquired $ 2,089,608 Liabilities assumed 2,695,524 Shares issued 27,475,090 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 3 ACTV, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
COMMON STOCK ------------------------------- ADDITIONAL PAID SHARES AMOUNT IN CAPITAL DEFICIT TOTAL ------------- ------------- ------------- ------------- ------------- December 31, 2000 51,228,154 $ 5,122,816 $ 273,605,573 $(138,215,417) $ 140,512,972 Issuance of shares in connection with exercise of stock options & warrants 727,833 72,783 2,189 -- 74,972 Issuance of shares for services 92,960 9,296 237,979 -- 247,275 Issuance of shares in connection with acquisition . 4,007,889 400,789 27,074,301 -- 27,475,090 Net loss -- -- -- (10,338,690) (10,338,690) ------------- ------------- ------------- ------------- ------------- Balance at March 31, 2001 56,056,836 $ 5,605,684 $ 300,920,042 $(148,554,107) $ 157,971,619 ============= ============= ============= ============= =============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 4 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2001 AND 2000 1. BASIS OF PRESENTATION The results of operations for the three months ended March 31, 2001 and 2000 are not necessarily indicative of a full year's operations. In the opinion of management, the accompanying consolidated financial statements include all adjustments of a normal recurring nature, which are necessary to present fairly such financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2000. We consider all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Certain reclassifications have been made to the prior years' financial statements to conform to the 2001 presentation. 2. FINANCING ACTIVITIES On February 3, 2000, the Company completed a follow-on offering of 4.6 million common shares, including 0.6 million common shares to cover the over-allotments of our underwriters, Credit Suisse First Boston, Bear Stearns & Co. Inc., Lehman Brothers, and Salomon Smith Barney. The 4.6 million total common shares were priced to the public at $30 per share, for total gross proceeds of $138 million. We paid underwriting discounts and commissions of $1.80 per share or $8.28 million, resulting in net proceeds of $28.20 per share, or $129.7 million. On March 27, 2000 Liberty Digital, Inc. invested an additional $20 million in the Company, increasing its investment to 16% by exercising a warrant granted in March 1999. 3. MERGER AND ACQUISITION ACTIVITY ACQUISITION On August 17, 2000, the Company acquired all of the outstanding capital stock of Bottle Rocket, Inc. ("Bottle Rocket") in exchange for 272,035 shares of the Company's common stock. Bottle Rocket creates online entertainment based on proprietary technology engines for trivia, prediction, simulation, arcade-style, and multi-player games. The acquisition of Bottle Rocket has been accounted for under the pooling of interests method of accounting and, accordingly, the Company's historical consolidated financial statements have been restated to include the accounts and results of operations of Bottle Rocket. On March 7, 2001, the Company acquired all of the assets and business of Intellocity, Inc., ("Intellocity") a technology and engineering solutions provider focusing on the interactive television market. The Company acquired Intellocity for 4,007,890 shares of the Company's common stock, aggregating $23.2 million, and issued options to purchase 762,665 shares of the Company's common stock valued at $4.3 million, for an aggregate purchase price of $27.5 million. The Company could make an additional payment of up to 1.5 million shares and options contingent upon Intellocity's achieving certain performance targets for the year ended December 31, 2001. Intellocity shareholders are subject to provisions restricting the sale of the ACTV stock; these restrictions, range over 4 years. The acquisition was accounted for under the purchase method of accounting in the first quarter of 2001. The preliminary estimated fair value of assets acquired and liabilities assumed at the transaction date, amounted to $1.3 million. Goodwill representing the excess cost over the fair value of net assets acquired, was calculated to be $26.2 million and will be amortized over 7 years. The Company is presently completing the review and determination of such fair values. Accordingly, the allocation of the purchase price and the amount of goodwill are subject to revision, which if any, is not expected to be material. 5 The following table represents the results of operations on a proforma basis, as if the acquisition of Bottle Rocket and Intellocity had been completed on January 1, 2000. These proforma results include estimates and assumptions which management believes are reasonable.
FOR THE THREE MONTHS ENDED MARCH 31, ------------------------------ 2001 2000 ------------ ------------ REVENUES ACTV $ 2,464,996 $ 840,237 Bottle Rocket 323,864 552,800 Intellocity 1,700,870 1,275,371 ------------ ------------ Combined $ 4,489,730 $ 2,668,408 ============ ============ INCOME (LOSS) BEFORE MINORITY INTEREST ACTV $ (9,759,283) $ (4,831,468) Bottle Rocket (1,109,560) (573,890) Intellocity (490,481) 461,604 ------------ ------------ Combined $(11,359,304) $ (4,943,754) ============ ============ NET INCOME (LOSS) ACTV $ (8,962,545) $ (4,661,018) Bottle Rocket (1,109,560) (573,890) Intellocity (490,481) 461,604 ------------ ------------ Combined $(10,562,586) $ (4,773,304) ============ ============ BASIC AND DILUTED EARNINGS PER SHARE $ (.20) $ (.10)
4. MINORITY INTEREST We record minority interest resulting from Digital ADCO. Digital ADCO was formed in November 1999 and co-founded by ACTV, Inc. and Motorola Broadband. Digital ADCO develops applications for the delivery of addressable advertising. Under the terms of our agreement with Motorola Broadband, we licensed five of our patents to Digital ADCO and Motorola Broadband licensed six of its patents and made a capital commitment to Digital ADCO. During August 2000, OpenTV made a capital contribution and contributed patents on a non-exclusive basis to Digital ADCO. Additionally, Digital ADCO International is being formed to license and distribute products and services outside of North America and other western hemisphere countries. Digital Adco, Inc.'s issued and outstanding shares of capital stock presently consist of Class A common stock, having one vote per share, and Class B common stock, having 25 votes per share. All of Digital Adco's issued and outstanding shares are presently held by three investors. Open TV currently owns the issued and outstanding Class A common shares. ACTV, Inc. and Motorola Broadband, the co-founders of Digital Adco, own the issued and outstanding Class B common shares. ACTV, Inc. currently owns 45.9% of Digital ADCO, and exercise voting control of the venture. For the three months ended March 31, 2001, we allocated losses in the amount of $694,615 from Digital ADCO to Motorola Broadband and OpenTV. 6 5. SEGMENT INFORMATION We have two principal business segments, the Digital Television segment and the Enhanced Media segment. Information concerning the our business segments for the three months ending March 31, 2001 and 2000 are as follows:
FOR THE THREE MONTHS ENDED MARCH 31, ---------------------------------------- 2001 2000 ------------ ------------ REVENUES Digital Television $ 723,316 $ -- Enhanced Media 2,550,126 1,393,037 ------------ ------------ Total $ 3,273,442 $ 1,393,037 ============ ============ DEPRECIATION & AMORTIZATION Digital Television $ 689,001 $ 424,377 Enhanced Media 418,715 248,678 Unallocated Corporate 730,313 145,075 ------------ ------------ Total $ 1,838,019 $ 818,130 ============ ============ INTEREST INCOME (EXPENSE) Digital Television $ 114,158 $ (249,882) Enhanced Media 2,807 5,141 Unallocated corporate 1,503,443 1,151,315 ------------ ------------ Total $ 1,620,408 $ 906,574 ============ ============ NET LOSS Digital Television $ (1,832,434) $ (1,784,361) Enhanced Media (2,736,374) (2,582,901) Unallocated corporate (5,769,882) (868,988) ------------ ------------ Total $(10,338,690) $ (5,236,250) ============ ============ CAPITAL EXPENDITURES Digital Television $ 1,882,375 $ 315,565 Enhanced Media 256,515 564,390 Unallocated corporate 3,290,809 19,423 ------------ ------------ Total $ 5,429,699 $ 899,378 ============ ============
BALANCE SHEET ACCOUNTS AS OF MARCH 31, 2001 2000 ------------ ------------ CURRENT ASSETS Digital Television $ 9,297,065 $ 7,787,543 Enhanced Media 2,687,800 2,287,617 Unallocated corporate 95,907,502 146,460,447 ------------ ------------ Total $107,892,367 $156,535,607 ============ ============ TOTAL ASSETS Digital Television 17,265,491 $ 12,158,284 Enhanced Media 83,255,378 6,358,607 Unallocated corporate 147,124,491 155,533,857 ------------ ------------ Total $247,645,360 $174,050,748 ============ ============
7 6. EXECUTIVE COMPENSATION For the three months ended March 31, 2001 we incurred executive incentive compensation expense of $2,300,000. For the three months ended March 31, 2000, we incurred no executive incentive compensation. This expense is related to an executive incentive compensation provision, which is based on changes in the market value of our common stock and is paid in unregistered securities. The future compensation to be recognized is contingent on continued employment of the executive and subject to forfeiture. 7. INVESTMENT IN WARRANT The Company and Liberty Livewire LLC, a unit of Liberty Livewire Corporation ("Livewire") (formerly known as Todd AO Corporation), entered into a joint marketing venture "HyperTV(R) with Livewire" on April 13, 2000. HyperTV with Livewire uses ACTV's patented HyperTV convergence technology to combine the emotive power of television with the interactivity of the Internet, and provides turnkey convergence services, including application hosting, web authoring services, data management, e-commerce and other value-added services for advertisers, television programmers, studios and networks. The Company received a warrant ("Livewire Warrant") to acquire 2,500,000 shares of Livewire at $30 per share in connection with entering into the joint marketing agreement. The warrant becomes exercisable at the rate of 500,000 shares per year, commencing on April 13, 2001, includes certain registration rights, and may be exercised until March 31, 2015. With certain exceptions, the warrant is not transferable. The Company has recorded an investment and deferred revenue in the amount of $76,016,175, the estimated value of the warrant at April 13, 2000. The estimated value of the warrant was $8,600,000 at March 31, 2001. Management believes that the decline in the estimated value of the warrant is a temporary decline, commensurate with a general decline in publicly traded equity securities, particularly affecting media and communication companies. The Company estimated the value of the warrant using the Black-Scholes pricing model with a risk free rate of 5.5%, a volatility of 139% and assuming no cash dividends. For accounting purposes, the Company will periodically estimate the value of the warrant. Any change in estimated value attributable to shares that are both exercisable and are expected to become registered within one year will be recorded through increases or decreases in Other Comprehensive Income. The deferred income recorded by the Company is being amortized into income over a period of 21 years, the contractual term of the joint marketing venture. 8. SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH ACTIVITIES For both the three months ended March 3, 2001 we recorded a deferred expense of $1,520,000 for stock-based compensation. We also recorded revenue of $904,954 during the quarter ended March 31, 2001 relating to amortization of the deferred revenue recorded in connection with the Liberty Livewire warrant (See Note 7). 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW We are a digital media company that provides technical and creative services, tools and proprietary applications for digital television and enhanced media. We have two operating business segments, which we call Digital TV and Enhanced Media. We have developed a range of services, products and proprietary technologies for each of these business segments. ACTV's Digital TV segment provides applications and technical and creative services to television distributors, advertisers, programmers and digital TV infrastructure companies, as they move from analog to digital systems. In addition, our Digital TV technologies enable television programmers and advertisers to create individualized programming for digital television transmission systems. We believe that these technologies are unique in providing targeting, interactivity and accountability for television commercials, and in giving viewers the ability to instantly customize their viewing experiences for a wide variety of programming applications. Our Enhanced Media technologies allow both for the enhancement of video and audio content, including standard TV programming, with Web-based information and interactivity, and for the delivery of games through the Internet. For the Enhanced Media market, we provide technology and services for synchronizing the delivery of television programming and Internet content. We believe that the new applications enabled by the expansion of digital TV transmission systems and TV/Internet convergence platforms will revolutionize television as we know it by turning passive viewing into an interactive experience. Digital and convergence technology will allow television distributors, advertisers and programmers to bring interactivity to a mass audience. We believe that our proprietary technologies, tools, applications, and ability to deliver technical and creative services uniquely position us to capitalize on this anticipated digital television revolution. RESULTS OF OPERATIONS COMPARISON OF THREE MONTH PERIODS ENDED MARCH 31, 2001 AND MARCH 31, 2000 REVENUES. During the three month period ended March 31, 2001, our revenues increased 135%, to $3,273,442, compared with $1,393,037 in the three month period ended March 31, 2000. The increase is the result of higher sales of Enhanced Media software and services and sales of Digital TV software and technical and creative services. All of our revenues in the first quarter of 2000 were derived from sales of Enhanced Media software and services. TOTAL OPERATING, SELLING, AND GENERAL AND ADMINISTRATIVE EXPENSES. Total operating, selling, general and administrative expenses increased approximately 105% in the first quarter of 2001, to $14,089,135, from $6,888,181 in the first quarter of 2000. The increase was principally the result of increased sales, marketing, product development, staffing and facilities expense during the more recent quarter, as we built the infrastructure to become a full-service digital media company. DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense increased 125% in the first quarter of 2001, to $1,838,019, from $818,130 in the first quarter of 2000. The increase was due to higher amortization expense related to our investment in software development, additional goodwill amortization arising from the purchase of Intellocity and higher depreciation expense related to a larger base of capital equipment and leasehold improvements. INTEREST (EXPENSE)/INCOME - NET. Interest income in first quarter of 2001 was $1,620,408, compared with $1,167,879 in the first quarter of 2000. The increase was the result of higher average cash balances during the more recent quarter. In February 2000, we raised approximately $129.7 million in net proceeds from a public follow-on offering. We incurred no interest expense in the first quarter of 2001, compared to interest expense of $261,305 in 9 the first quarter of 2000. The interest expense for the 2000 quarter relates to a $5 million original face value note redeemed in May 2000, which was issued by a subsidiary of ours in January 1998. NET LOSS APPLICABLE TO COMMON STOCKHOLDERS. For the three months ended March 31, 2001, our net loss applicable to common stockholders was $10,338,690 or $0.20 per basic and diluted share, an increase of 97% compared to the net loss of $5,236,250 or $0.12 per basic and diluted share for the three months ended March 31, 2000. IMPACT OF INFLATION Inflation has not had any significant effect on the Company's operating costs. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no pending material legal proceedings to which the Company is a party. ITEM 2. CHANGES IN SECURITIES Not applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 11 Computation of Loss per Share (b) Reports on Form 8-K: None. 10 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. ACTV, INC. Registrant Date: May 11, 2001 /s/ William C. Samuels --------------------------------------------- William C. Samuels Chairman, Chief Executive Officer and Director Date: May 11, 2001 /s/ Christopher C. Cline --------------------------------------------- Christopher C. Cline Chief Financial Officer (principal financial and accounting officer) EX-11 2 a2049131zex-11.txt EXHIBIT 11 EXHIBIT 11 ACTV, INC. AND SUBSIDIARIES COMPUTATION OF LOSS PER SHARE (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2001 2000 ------------ ------------ Weighted average shares outstanding.................. 52,358,579 45,215,172 ------------ ------------ Total................................................ 52,358,579 45,215,172 ============ ============ Net loss applicable to common stockholders........... $(10,338,690) $ (5,236,250) ============ ============ ------------ ------------ Basic and diluted loss per common share.............. $ (.20) $ (.12) ============ ============
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