-----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, K88gqHBYeUSwRhzZGyQbIvzP1etZF3r15QdRRsOXC7K8yKTSOE/3ETxqn+hyBL3E slnwlrLhGBXLnXFVoOp4Ug== 0000933583-96-000016.txt : 19961118 0000933583-96-000016.hdr.sgml : 19961118 ACCESSION NUMBER: 0000933583-96-000016 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHARED TECHNOLOGIES CELLULAR INC CENTRAL INDEX KEY: 0000933583 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 061386411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-13558 FILM NUMBER: 96666697 BUSINESS ADDRESS: STREET 1: 100 GREAT MEADOW RD STREET 2: SUITE 102 CITY: WETHERSFIELD STATE: CT ZIP: 06109 BUSINESS PHONE: 8602582474 MAIL ADDRESS: STREET 1: C/O SHARED TECHNOLOGIES CELLULAR INC STREET 2: 100 GREAT MEADOW ROAD SUITE 102 CITY: WETHERSFIELD STATE: CT ZIP: 06109 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended September 30, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-13732 SHARED TECHNOLOGIES CELLULAR, INC. (Exact name of registrant as specified in its charter) Delaware 06-1386411 (State or other jurisdiction of (I.R.S. Employer Identification No.) Incorporation or organization) 100 Great Meadow Road, Suite 102 Wethersfield, Connecticut 06109 (Address of principal executive offices) (860) 258-2500 (Registrant's telephone number, including area code) 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 November 14, 1996, there were 4,606,184 shares outstanding of the Company's Common Stock, $.01 par value. PART 1 FINANCIAL INFORMATION PAGE Item 1. Financial Statements Consolidated Balance Sheets as of September 30, 1996 and December 31, 1995 3-4 Consolidated Statements of Operations for the nine months ending September 30,1996 and 1995 5 Consolidated Statements of Operations for the three months ending September 30, 1996 and 1995 6 Consolidated Statements of Cash Flows for the nine months ended September 30, 1996 and 1995 7 Consolidated Statements of Stockholders' Equity for the nine months ended September 30, 1996 8 Notes to Consolidated Financial Statements 9-10 Item 2 Management's Discussion and Analysis of Results of Operations and Financial Condition 11-13 PART II OTHER INFORMATION 14 Signature Page 15 Item 1. Financial Statements Shared Technologies Cellular, Inc. Consolidated Balance Sheets September 30, 1996 and December 31, 1995 (unaudited) September December 30, 1996 31, 1995 ASSETS Current Assets: Cash $54,124 $2,541,827 Accounts receivable, less allowance for doubtful accounts of $595,000 and $685,000 at September 30, 1996 and December 31, 1995, respectively 2,424,428 1,172,671 Carrier commissions receivable, less unearned income 88,770 452,610 Inventories 90,988 49,076 Note receivable 51,019 59,136 Prepaid expenses and other current assets 316,719 471,356 Receivable due from sale of assets - 1,077,856 Total current assets 3,026,048 5,824,532 Telecommunications and office equipment, less accumulated depreciation 3,607,463 2,157,685 Other assets: Intangible assets, less accumulated amortization 9,374,671 6,129,101 Deposits 365,274 142,080 Note receivable, less current portion 87,525 124,407 Total other assets 9,827,470 6,395,588 TOTAL ASSETS $16,460,981 $14,377,805 The accompanying notes are an integral part of these financial statements. Shared Technologies Cellular, Inc. Consolidated Balance Sheets September 30, 1996 and December 31, 1995 (unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY September December 30, 1996 31, 1995 Current liabilities: Notes payable $2,284,227 $400,000 Accounts payable and other current liabilities 6,765,800 5,838,718 Commissions payable 88,770 452,611 Due to parent 48,499 984,592 Total current liabilities 9,187,296 7,675,921 Notes payable, less current portion 341,876 1,600,000 Stockholders' equity: Preferred stock, $.01 par value, Series A Convertible, authorized, issued and outstanding 300,000 shares at December 31, 1995. - 3,000 Preferred stock, $.01 par value, Series B Convertible, authorized 1,250,000 shares, issued and outstanding 500,000 shares at September 30, 1996. 5,000 - Common stock $.01 par value, authorized 10,000,000 shares, issued and outstanding 4,606,184 shares at September 30,1996 and 3,089,189 shares at December 31, 1995 46,062 30,892 Capital in excess of par value 14,969,609 9,172,583 Accumulated deficit (8,088,862) (4,104,591) Total stockholders' equity 6,931,809 5,101,884 Total liabilities and stockholders' equity $16,460,981 $14,377,805 The accompanying notes are an integral part of these financial statements. Shared Technologies Cellular, Inc. Consolidated Statements of Operations For The Three Months Ended September 30,1996 and 1995 (unaudited) September September 30, 1996 30, 1995 Revenues: Rental operations $5,798,394 $2,216,019 Activation/Debit/Agency operations 1,071,080 1,654,041 Total Revenues 6,869,474 3,870,060 Cost of revenues: Rental Operations 3,385,357 1,201,482 Activation/Debit/Agency operations 757,108 1,250,379 Total cost of revenues 4,142,465 2,451,861 Gross margin 2,727,009 1,418,199 Field - operating expenses: Rental operations 2,596,813 1,069,975 Activation/Debit/Agency operations 463,665 444,483 Total field operating expenses 3,060,478 1,514,458 Corporate - operating expenses: 493,869 210,088 3,554,347 1,724,546 Operating loss (827,338) (306,347) Interest expense (132,418) (7,348) Net loss ($959,756) ($313,695) Net loss per common share ($0.21) ($0.10) Weighted average number of common shares outstanding 4,598,487 3,038,640 The accompanying notes are an integral part of these financial statements. Shared Technologies Cellular, Inc. Consolidated Statements of Operations For The Nine Months Ended September 30,1996 and 1995 (unaudited) September September 30, 1996 30, 1995 Revenues: Rental operations $12,929,942 $5,468,977 Activation/Debit/Agency operations 3,313,464 3,691,151 Total revenues 16,243,406 9,160,128 Cost of revenues: Rental operations 7,959,765 2,867,088 Activation/Debit/Agency operations 2,175,182 2,663,470 Total cost of revenues 10,134,947 5,530,558 Gross margin 6,108,459 3,629,570 Field - operating expenses: Rental operations 6,747,185 2,857,926 Activation/Debit/Agency operations 1,201,699 869,096 Total field operating expenses 7,948,884 3,727,022 Corporate - operating expenses 1,881,590 504,937 9,830,474 4,231,959 Operating loss (3,722,015) (602,389) Interest expense (262,256) (22,520) Net loss ($3,984,271) ($624,909) Net loss per common share ($1.02) ($.24) Weighted average number of shares outstanding 3,909,656 2,640,827 The accompanying notes are an integral part of these financial statements. Shared Technologies Cellular, Inc. Consolidated Statements of Cash Flows For The Nine Months Ended September 30, 1996 and 1995 (unaudited) September September 30, 1996 30, 1995 Cash flows from operating activities: Net loss ($3,984,271) ($624,909) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 1,248,943 340,012 Provision for doubtful accounts 900,359 89,697 Common stock shares issued in lieu of compensation 26,646 - Change in assets and liabilities, net of effect of acquisitions: Accounts receivable (2,116,787) (1,097,912) Inventories (41,912) (32,066) Other current assets 154,637 (244,558) Accounts payable and other current liabilities 208,740 1,112,456 Net cash used in operating activities (3,603,645) (457,280) Cash flows from investing activities: Payments for intangible assets (347,731) (472,529) Purchases of equipment (2,062,170) (266,337) Acquisitions of businesses (290,407) (347,538) Collections on note receivable for sale of assets 1,077,856 15,047 Collections on note receivable 44,999 - Payments for deposits (223,194) - Net cash used in investing activities (1,800,647) (1,071,357) Cash flows from financing activities: Payments on capital lease obligations (3,482) (7,194) Payments on notes payable (982,485) - Deferred registration costs - (693,316) Issuance of common stock 5,000 4,255,446 Issuance of preferred stock 3,633,649 - Repurchase of common stock - (375,000) Advance from (payments to) affiliated company 263,907 (781,301) Net cash provided by financing activities 2,916,589 2,398,635 Net increase (decrease) in cash (2,487,703) 869,998 Cash, beginning of period 2,541, 827 10,233 Cash, end of period $54,124 $880,231 Supplemental disclosure of cash flow information: Cash paid during the period for - Interest $213,498 $50,165 Supplemental schedules of noncash investing and financing activities: Contribution to capital in excess of par value of amount due to parent $1,200,000 $1,184,000 Issuance of common stock for acquisitions $950,000 $250,000 Notes payable incurred for acquisition of assets $1,898,995 The accompanying notes are an integral part of these financial statements. Shared Technologies Cellular, Inc. Consolidated Statements of Stockholders' Equity For The Nine Months Ended September 30, 1996 (unaudited) Series A Series B Preferred Stock Preferred Stock Shares Amount Shares Amount Balances, December 31, 1995 300,000 $3,000 - - Issuance of common stock - - - - Issuance of preferred stock - - 500,000 $5,000 Issuance of common stock for acquisitions - - - - Conversion of Series A preferred stock to common stock (300,000) (3,000) - - Net loss - - - - Balances, September 30,1996 0 $0 500,000 $5,000 Common Stock Shares Amount Balances, December 31, 1995 3,089,189 $30,892 Issuance of common stock 70,545 705 Issuance of preferred stock - - Issuance of common stock for acquisitions 300,000 3,000 Conversion of Series A preferred stock to common stock 1,146,450 11,465 Net loss - - Balances, September 30,1996 4,606,184 $46,062 Capital in Total Excess of Accumulated Stockholders' Par Value Deficit Equity Balances, December 31, 1995 $9,172,583 ($4,104,591) $5,101,884 Issuance of common stock 30,941 - 31,646 Issuance of preferred stock 4,827,550 - 4,832,550 Issuance of common stock for acquisitions 947,000 - 950,000 Conversion of Series A preferred stock to common stock (8,465) - - Net loss - (3,984,271) (3,984,271) Balances, September 30,1996 $14,969,609 ($8,088,862) $6,931,809 Shared Technologies Cellular, Inc. Notes to Consolidated Financial Statements September 30, 1996 (Unaudited) 1. Basis of Presentation: The consolidated financial statements included herein have been prepared by Shared Technologies Cellular, Inc. ("STC" or the "Company") pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for interim periods. Certain information and footnote disclosures have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's December 31, 1995 Form 10-K. 2. Litigation: The Company is not involved in any litigation which, individually or in the aggregate, if resolved against the Company, would have a materially adverse effect on the Company's financial condition, results of operations or cash flows. However, the Company is in default of certain financial obligations, including a promissory note given to PTC Cellular, Inc,("PTCC") (see "Liquidity"), which such defaults could result in a materially adverse effect to the Company if not favorably resolved. 3. Acquisitions: In May and June 1995, the Company commenced management of and subsequently completed its acquisition of the outstanding capital stock of Cellular Hotline, Inc. ("Hotline"), a cellular telephone activation service provider. The purchase price was $617,000, comprised of $367,000 in cash, the assumption of $150,000 of certain indebtedness and the balance through the issuance of 50,000 shares of the Company's common stock ("Shares") valued at $5.00 per share. Pursuant to the purchase agreement in September 1995, the former Hotline stockholders caused the Company to repurchase from them all of the Shares for $5.00 per share, for an aggregate amount of $250,000. The Company subsequently retired those Shares. In connection with the acquisition, the Company issued the former Hotline stockholders a three year option to purchase an aggregate of 50,000 shares of the Company's common stock at a price of $7.50 per share. In addition, the agreement provides for additional payments based upon attaining certain levels of activation revenues over a one year period. In November 1995, the Company completed its acquisition of substantially all of the assets of PTCC. The purchase price was $3,800,000, comprised of $300,000 in cash, the assumption of $1,200,000 of accounts payable, a promissory note of $2,000,000 and the issuance of 100,000 shares of the Company's common stock. The agreement provides for a maximum of $2,500,000 of royalty payments, computed at 3% of quarterly revenues generated from certain of the acquired assets. No payments have been made to date. On April 27, 1996, the Company completed its acquisition of certain assets of Cellular Global Investments of Northern California, Inc., Access Cellular Corp., Summit Assurance Cellular, Inc., Road and Show Cellular Arizona Corp., Road and Show Cellular West., Northstar Cellular Corp., and Craig A. Marlar ("Marlar"). The purchase price was approximately $3,500,000, comprised of $1,058,000 in cash payable over eight months, $1,492,000 in assumed liabilities, and the issuance of 300,000 shares of the Company's common stock, $.01 par value. Additionally, the Company issued three year warrants to purchase an aggregate of 300,000 additional shares of the Company's common stock $.01 par value. The warrants are excersizable as follows: 100,000 at $3.00 per share, 100,000 at $4.00 per share, and 100,000 at $5.00 per share. These acquisitions were accounted for as purchases, and the purchase prices were allocated on the basis of the relative fair market values of the net assets acquired and the net liabilities assumed, as follows: Hotline PTCC Marlar Cash $19,462 - - Accounts receivable 13,000 - $35,330 Commissions recei- vable - net 465,869 - - Prepaid expenses and other current assets 70,431 $61,910 - Equipment 50,000 1,806,480 141,850 Intangibles 520,000 Accounts payable and other current liabilities (238,206) - (720,725) Commissions payable (473,820) Notes payable (779,255) $(93,264) $2,388,390 $(1,322,800) Unaudited pro forma consolidated statements of operations for the nine month periods ended September 30, 1996 and 1995, as though the acquisitions had taken place on January 1, 1995: 1996 1995 Revenues $17,112,956 $18,927,970 Cost of revenues 10,750,117 13,267,062 Gross margin 6,362,839 5,660,908 Operating expenses 10,540,684 7,326,826 Operating loss (4,177,845) (1,665,918) Interest expense, net (278,900) (180,085 Net loss $(4,456,745) $(1,846,003) Net loss per common share $(1.10) $(.060) Weighted average number of common shares outstanding 4,037,758 3,087,786 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Revenues: The Company's revenues of $16,243,000 for the nine month period ended September 30, 1996 represented an increase of $7,083,000 (77%) over the nine month period ended September 30, 1995. Revenues of $6,869,000 for the three month period ended September 30, 1996 represented an increase of $2,999,000 (78%) over the three month period ended September 30, 1995. The increase in the nine month period was comprised of an increase of $7,461,000 in rental operations offset by a decrease of $378,000 in activation/debit/ agency operations. The increase in the rental operations resulted from the following factors. $3,065,000 was due to revenues generated from the acquisition of the in-car cellular telephone business from PTCC in November 1995. $1,436,000 was due to revenues generated from the acquisition of the portable cellular telephone business from various companies owned by Marlar in April 1996. $1,419,000 was due to revenues generated from the Summer Olympics. The remaining increase of $1,541,000 was due to a 28% increase in market penetration within existing locations. The decrease in revenues from activation/debit/agency operations was due to several factors. $903,000 of the decrease was due to the sale of the Connecticut resale operation in December 1995 and the conversion of its sales force to an agency operation. $331,000 of the decrease was due to a reduction in the activation business as a result of several significant customers deemphasizing their retail sales of cellular telephones. These decreases were offset by $856,000 in revenues from the debit, or pre-paid business that was started in early 1996. The increase in the three month period ended September 30, 1996, as compared to the three month period ended September 30, 1995 was comprised of an increase of $3,582,000 in revenues from rental operations, offset by a decrease of $583,000 in activation/debit/agency operations. The increase in rental operations revenues was comprised of $555,000 due to the PTCC acquisition, $913,000 due to the Marlar acquisition, $1,419,000 due to the Summer Olympics and the balance of $695,000 was due to a 31% increase in market penetration within existing locations.. The decrease in revenues from activation /debit/agency operations was comprised of $333,000 due to the sale of the Connecticut resale business and a $645,000 decrease in revenues from the activation business. These decreases were offset by an increase of $395,000 in the debit business as previously discussed. Gross Margin: Gross margin increased $2,479,000 (68%) for the nine month period ended September 30, 1996 and $1,309,000 (92%) for the three month period ended September 30, 1996 compared with the corresponding nine and three month periods ended September 30, 1995. Gross margin as a percentage of revenues decreased from 40% for the nine month periods ended September 30, 1995 to 38% for the nine month period ended September 30, 1996 and increased from 37% for the three month period ended September 30, 1995 to 40% for the three month period ended September 30, 1996. The decrease in gross margin as a percentage of revenues was due to a significant change in the revenue mix as a result of the various acquisitions, the sale of the Connecticut resale operation and the startup of the debit operation. The following chart summarizes the impact of these changes on the gross margin for the nine month periods ended September 30, 1996 and 1995: 1996 1995 Revenues Gross margin Revenues Gross margin Portable rental 61% 45% 60% 48% In-car rental 19% 19% - - Debit 5% 22% - - Activation 9% 17% 19% 22% Agency 6% 68% 5% 66% CT resale - - 16% 22% Total 100% 38% 100% 40% Operating Expenses: Operating expenses increased $5,599,000 in the nine month period ended September 30, 1996 and increased $1,831,000 in the three month period ended September 30, 1996 over the corresponding periods ended September 30,1995. The majority of the increases were attributable to the acquisitions previously discussed. As a percentage of revenues, field operating expenses were 41% for the nine month period ended September 30, 1995 as compared to 49% during the comparable period ended September 30, 1996. Part of this increase was due to the conversion of the resale operations sales force into an agency operation. The sales force had approximately the same field expenses but generated $903,000 less revenues. However, due to better margins in the agency operations, the sales force generated about the same operating profits. The balance of the increase in the field operating expenses as a percentage of revenues was due to a drop in activation revenues, which historically incurs low field operating expenses and a low gross margin. Corporate operating expenses for both the nine month and the three month periods ended September 30, 1996 increased significantly from the same periods in 1995. The increase was primarily due to the various acquisitions previously discussed, as well as the Company's significant investment in its infrastructure for current revenue streams as well as those anticipated from the international airline program starting in the fourth quarter of this year. Interest Expense: Interest expense increased by $240,000 for the nine month period ended September 30, 1996 over the nine month period ended September 30, 1995 and increased by $125,000 for the three month period ended September 30, 1996 over the same period in 1995. This increase was attributable to the $3,899,000 in debt assumed in conjunction with the previously mentioned acquisitions. Liquidity and Capital Resources: The Company had a working capital deficit of $6,161,000 at September 30, 1996 compared to a deficit of $1,851,000 at December 31, 1995. Stockholders' equity at September 30, 1996 was $6,932,000, compared to $5,102,000 at December 31,1995. The September 30, 1996 working capital deficit includes the $1,800,000 principal balance under a $2 million promissory note delivered in connection with the November 1995 PTCC acquisition. The Company defaulted on its November 1, 1996 semi-annual payment of $225,000, plus interest of $45,689, required under the note. The noteholder, PTCC, has made a demand for payment of the note. The Company is in discussions with PTCC to attempt to resolve this matter. Net cash used in operations for the nine month period ended September 30, 1996 was $3,604,000. This was mainly due to operating results for the period, net of noncash items. In addition, the Company had a significant increase in its accounts receivable balance at September 30, 1996 as a result of the high revenues generated from the rental operations at the Olympics in August 1996. The Company continued to focus its investing activities on the purchase of equipment and on growth through acquisitions. During the nine month period ended September 30, 1996, $2,062,000 was invested in the purchase of portable and in-car cellular telephone equipment and $290,000 was spent to complete the Marlar acquisition. Financing activities were focused primarily on raising capital to meet the obligations incurred with the previously mentioned acquisitions and for working capital. During the nine month period ended September 30, 1996 the Company raised cash of $3,633,000, net of closing expenses, and had $1,200,000 of preexisting debt converted from an affiliate, through the private placement of 500,000 shares of Series B Convertible Preferred Stock. Cash requirements for the foreseeable future will include funds needed to sustain operations and for existing obligations arising from completed acquisitions. Management believes that an infusion of cash from debt or equity financing is required. Management does not believe that, at this time, existing operations can generate sufficient cash to sustain operations as well as meet its existing obligations. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K: (a) Exhibits None (b) Reports on Form 8-K On September 5, 1996, the Company filed a report on Form 8-K, Item 5 regarding its $5 million private placement of equity. The Company included exhibits, 4.1, 4.2 and 4.3 in accordance with Form 8-K, Item 5. The exhibits included the Certificate of Designations, Preferences and Rights of Series B Convertible Stock of Shared Technologies Cellular, Inc. dated August 19, 1996. Series B Convertible Preferred Stock Purchase Agreement between International Capital Partners, Inc. and the Company dated August 19, 1996 (agreement between STFI and the Company is substantially the same) including form of Common Stock Warrant. Equity Holders Agreement by and among International Capital Partners, Inc., Zesiger Capital Group, LLC and Shared Technologies Fairchild Inc. dated August 19, 1996. 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 hereunto duly authorized. SHARED TECHNOLOGIES CELLULAR, INC. By: /s/ Vincent DiVincenzo Vincent DiVincenzo Chief Financial Officer Date: November 14, 1996 [TYPE] EX-27 [DESCRIPTION] ART. 5 FDS FOR QUARTER END 10-Q [ARTICLE] 5 [MULTIPLIER] 1000 [PERIOD-TYPE] 9-MOS [FISCAL-YEAR-END] DEC-31-1996 [PERIOD-START] JAN-01-1996 [PERIOD-END] SEPT-30-1996 [CASH] 54 [SECURITIES] 0 [RECEIVABLES] 3019 [ALLOWANCES] 595 [INVENTORY] 91 [CURRENT-ASSETS] 3026 [PP&E] 5323 [DEPRECIATION] 1716 [TOTAL-ASSETS] 16461 [CURRENT-LIABILITIES] 9187 [BONDS] 0 [PREFERRED-MANDATORY] 0 [PREFERRED] 5 [COMMON] 46 [OTHER-SE] 0 [TOTAL-LIABILITY-AND-EQUITY] 16461 [SALES] 12939 [TOTAL-REVENUES] 12930 [CGS] 10135 [TOTAL-COSTS] 10135 [OTHER-EXPENSES] 9830 [LOSS-PROVISION] 0 [INTEREST-EXPENSE] 262 [INCOME-PRETAX] (3984) [INCOME-TAX] 0 [INCOME-CONTINUING] (3984) [DISCONTINUED] 0 [EXTRAORDINARY] 0 [CHANGES] 0 [NET-INCOME] (3984) [EPS-PRIMARY] (1.02) [EPS-DILUTED] (1.02) -----END PRIVACY-ENHANCED MESSAGE-----