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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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                                   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, 1997

                                       OR

[ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


                       Commission file number C00-22167


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                             EURONET SERVICES INC.
           (Exact name of the registrant as specified in its charter)


                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)


                                   74-2806888
                      (I.R.S. employer identification no.)


                                 14-24 Horvat u.
                                 1027 Budapest
                                    Hungary
                    (Address of principal executive offices)

                                 36-1-224-1000
              (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 [ ]


                     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: As at April 30, 1997,
15,257,048 Common Shares.

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PART I

ITEM 1 FINANCIAL STATEMENTS

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

MARCH 31, 1997 DECEMBER 31, 1996 -------------- ----------------- (UNAUDITED) (AUDITED) ASSETS Current assets: Cash and cash equivalents $ 46,346 $ 2,541 Restricted cash 974 818 Trade accounts receivable, net 228 172 Investment securities 6,944 194 Prepaid expenses and other current assets 934 433 --------- --------- Total current assets 55,426 4,158 Property and equipment, net 9,440 7,284 Loans receivable, excluding current portion 18 21 Deferred income taxes 597 471 --------- --------- Total assets 65,481 11,934 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 2,065 $ 1,670 Short term borrowings 182 194 Current installments of capital leases obligations 808 637 Note payable - shareholder 260 262 Accrued expenses and other current liabilities 291 98 --------- --------- Total current liabilities 3,606 2,861 Obligations under capital leases, excluding current installments 5,524 3,834 Other long-term liabilities 88 103 --------- --------- Total liabilities 9,218 6,798 --------- --------- Shareholders' equity: Common and preferred shares, Euronet Holding N.V. -- 191 Common stock, $0.02 par value; 30,000,000 shares authorized; 15,235,068 shares issued and outstanding 305 -- Additional paid in capital 62,994 11,666 Subscription receivable (500) Accumulated losses (7,820) (7,005) Restricted reserve 784 784 --------- --------- Total shareholders' equity 56,263 5,136 --------- --------- Total liabilities and shareholders' equity $ 65,481 $ 11,934 ========= =========
See accompanying notes to condensed consolidated statements. 3 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED TWELVE MONTHS ENDED ------------------------------- ------------------- MARCH 31, 1997 MARCH 31, 1996 DECEMBER 31, 1996 -------------- -------------- ----------------- (UNAUDITED) (AUDITED) Revenue 795 100 1,261 ---------- ---------- ---------- Operating expenses: ATM operating costs (688) (232) (1,176) Other operating costs (1,106) (401) (7,831) ---------- ---------- ---------- Operating loss (999) (533) (7,746) ---------- ---------- ---------- Other income (expenses) 58 (163) (153) ---------- ---------- ---------- Loss before income taxes (941) (696) (7,899) Deferred income tax benefit 126 54 323 ---------- ---------- ---------- Net loss $ (815) $ (642) $ (7,576) ========== ========== ========== Loss per share (Note 3) $ (0.05) $ (0.05) $ (0.55) ========== ========== ========== Average shares outstanding (Note 3) 15,119,650 13,838,078 13,838,078 ========== ========== ==========
See accompanying notes to condensed consolidated financial statements. 4 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
THREE MONTHS ENDED TWELVE MONTHS ENDED ------------------ ------------------- MARCH 31, 1997 MARCH 31, 1996 DECEMBER 31, 1996 -------------- -------------- ----------------- (UNAUDITED) (AUDITED) Cash flows from operating activities: Net loss $ (815) $ (642) $ (7,576) --------- --------- --------- Adjustments to reconcile net loss to net cash provided by/(used in) operating activities: Share compensation expense 19 -- 4,172 Depreciation of property, plant and equipment 305 103 484 Deferred income taxes (126) (44) (323) Decrease/(increase) in restricted cash (156) 559 134 Increase in trade accounts receivable (56) (5) (139) Increase in prepaid expenses and other current assets (501) 291 -- Increase in trade accounts payable 395 (70) 1,306 (Decrease)/increase in accrued expenses and other long-term liabilities 179 59 (313) --------- --------- --------- Net cash provided by/(used in) operating activities (756) 251 (2,255) Cash flows from investing activities: Fixed asset purchases (368) (95) (1,061) Purchase of investment securities (6,750) -- (194) Net decrease/(increase) in loan receivable 3 (5) 3 --------- --------- --------- Net cash used in investing activities (7,115) (100) (1,252) Cash flows from financing activities: Net proceeds from public offering 47,857 -- -- Capital contributions 4,066 2,000 6,500 Reimbursement of capital -- -- (57) Repayment of obligations under capital leases (247) -- (1,101) Proceeds from bank borrowings -- -- 194 Proceeds from loan from shareholder -- -- 101 --------- --------- --------- Net cash provided by financing activities 51,676 2,000 5,637 --------- --------- --------- Net increase/(decrease) in cash and cash equivalents 43,805 2,151 2,130 Cash and cash equivalents at beginning of period 2,541 634 411 --------- --------- --------- Cash and cash equivalents at end of period $ 46,346 $ 2,785 $ 2,541 ========= ========= =========
See accompanying notes to condensed consolidated financial statements. 5 NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Euronet Services Inc. have been prepared from the records of Euronet Services Inc. and subsidiaries (collectively, the "Company"), pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, such financial statements include all adjustments (consisting only of normal, recurring accruals) necessary to present fairly the financial position of the Company at March 31, 1997 and the results of its operations and its cash flows for the three-month periods ended March 31, 1997 and 1996. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of Euronet Holding N.V. ("Euronet N.V.") for the year ended December 31, 1996, including the notes thereto, set forth in the Company's Form S-1 Registration Statement (No. 33-18121). For reference purposes, the condensed consolidated financial statements for December 31, 1996, excluding the notes thereto, are contained herein. The results of operations for the three month period ended March 31, 1997 are not necessarily indicative of the results to be expected for the full year. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES There have been no significant additions to or changes in accounting policies of the Company since December 31, 1996. For a description of these policies, see Note 2 of Notes to Consolidated Financial Statements for the year ended December 31, 1996. NOTE 3 - NET LOSS PER SHARE As the capital structure of the Company during 1996 is not indicative of the capital structure after the initial public offering, pro-forma net loss per share calculation for the three months ended March 31, 1996 has been included. The pro-forma number of common and common equivalent shares, as described in the audited consolidated financial statements of Euronet N.V. for the year ended December 31, 1996 have been applied to the quarter ended March 31, 1996. Common stock equivalents consist of shares issuable under the Company's stock option plans using the treasury stock method. Loss per share for the three-month period ended March 31, 1997 has been computed by dividing net loss by the weighted average number of common shares outstanding after giving effect to dilutive stock options. The weighted average number of common shares outstanding assumes that the shares issued by the Company prior to the date of the initial public offering have been outstanding since the beginning of the period. NOTE 4 - INITIAL PUBLIC OFFERING OF COMMON STOCK On March 7, 1997, the Company consummated an initial public offering of 6,095,000 shares of common stock at a price of $13.50 per share. Of the 6,095,000 shares sold, 3,833,650 shares were sold by the Company and 2,261,350 shares by certain selling shareholders. Net proceeds to the Company were approximately $47.9 million after deduction of the underwriting discount and other expenses of the offering. NOTE 5 - SHAREHOLDERS' EQUITY Effective March 5, 1997, the Company changed the stated par value of all common and preferred shares of Euronet N.V. from $0.10 to $0.14. Euronet N.V. then effected a seven-for-one stock split which became effective on March 5, 1997, thus reducing the par value of such shares to $0.02. This change in par value was retroactively taken into account for common and preferred shares of Euronet N.V. as at March 31, 1996. Subsequently, effective March 6, 1997, the holders of all of the preferred shares of Euronet N.V. converted all of such preferred shares into common shares of Euronet N.V. 6 The increase in par value from $0.01 to $0.02 and the seven-for-one stock split have been given retroactive treatment to March 31, 1996. Pursuant to an Exchange Agreement which became effective on March 6, 1997, entered into between Euronet Services Inc. and the shareholders and option holders of Euronet N.V., 10,296,076 shares of common stock in Euronet Services Inc. were issued to the shareholders of Euronet N.V. in exchange for all the common shares of Euronet N.V. In addition, options to acquire 3,113,355 shares of common stock of Euronet Services Inc. were issued to the holders of options to acquire 3,113,355 common shares of Euronet N.V. and awards with respect to 800,520 shares of common stock of Euronet Services Inc. were issued to the holders of awards with respect to 800,520 preferred shares of Euronet N.V. in exchange for all such awards. 7 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL OVERVIEW Euronet Services Inc. and its subsidiaries (collectively, "Euronet" or the "Company") are operators of independent shared automatic teller machine (ATM) networks and are service providers to banks and financial institutions. Euronet serves a number of banks in Poland and Hungary by providing ATMs that accept cards with international logos such as VISA, American Express and Mastercard and proprietary bank cards issued by member banks. The subsidiaries of Euronet are: Euronet-Bank 24 Rt and SatComNet Kft (Hungary), Bankomat 24/Euronet Sp. z o.o. (Poland), Euronet Holding N.V. (Netherland Antilles) and Euronet Services GmbH (Germany). Subsequent to March 31, 1997, the Company incorporated EFT-Usluge d o.o. (Croatia). The Company was formed and established its first office in Budapest in July 1994. In May 1995, the Company opened its second office in Warsaw. To date, the Company has devoted substantially all of its resources to establishing its ATM network in Hungary and Poland through the acquisition and installation of ATMs and computers and software for its processing center pursuant to capital leases and through the marketing of its services to local banks in Hungary, Poland, Germany and other regions in Central Europe as well as international card organizations. The Company installed its first ATM in Hungary in June 1995, and at the end of 1996 the Company had 166 ATMs installed. An additional 90 ATMs were installed during the first three months of 1997 and at April 30, 1997 the Company's ATM network consists of 287 ATMs. Euronet's network consisted of 2 ATMs in Poland and 57 ATMs in Hungary at March 31, 1996. With the expansion of operations, the Company has increased the number of its employees in Hungary from 34 at March 31, 1996 and 36 at December 31, 1996 to 49 at March 31, 1997. In Poland, the Company increased the number of its employees from 10 at March 31, 1996 and 20 at December 31, 1996 to 32 at March 31, 1997. The Company's expansion of its network infrastructure and administrative and marketing capabilities has resulted in increased expenditures. Further planned expansion will continue to result in substantial increases in general operating expenses as well as expenses related to the acquisition and installation of ATMs. The Company has derived substantially all of its revenues from ATM transaction fees since inception. The Company receives a fee from the card issuing banks or international card organizations for ATM transactions processed on its ATMs. As the Company continues to focus on expanding its network and installing additional ATMs, the Company expects that transaction fees will continue to account for substantially all of its revenues for the foreseeable future. The Company recently began to sell advertising on its network by putting clients' advertisements on its ATMs. Although revenues from advertising have been insignificant to date, the Company believes that advertising revenues will increase. In the second quarter of 1997, the Company also intends to begin generating revenues from ATM network management services that it offers to banks that own proprietary ATM networks. As Euronet only began operations in Poland in January 1996, and due to the significant growth in both revenues and operating expenses for the quarter ended March 31, 1997 as compared to the same quarter of 1996, the Company believes that the comparison of the operating results for the quarter is facilitated by reference to the year 8 ended December 31, 1996. Accordingly, the condensed statement of operations for the full year ended December 31, 1996 has been included in this report. RESULTS OF OPERATIONS Quarter Ended March 31, 1997 Compared to the Quarter Ended March 31, 1996 Revenues. Total revenues increased to $795,000 for the quarter ended March 31, 1997 from $100,000 for the quarter ended March 31, 1996. This increase was due primarily to the significant increase in transaction fees resulting from the increase in the number of ATMs operated by the Company during the quarter ended March 31, 1997 and a greater number of credit and debit card holders able to use their cards at Euronet's ATMs. Transaction fee revenue represented approximately 90% of total revenues for the quarter ended March 31, 1997. Approximately 78% of transaction fees in the quarter ended March 31, 1997 were attributable to cash withdrawals, and 22% were attributable to balance inquiries and transactions not completed because authorization was not given by the relevant card issuer. Operating expenses. Total expenses increased by $1.2 million to $1.8 million for the quarter ended March 31, 1997 from $633,000 for the quarter ended March 31, 1996. This increase was due primarily to costs associated with the installation of significant numbers of ATMs during the period and expansion of the Company's operations during the period. ATM operating costs, which consists primarily of ATM site rentals, depreciation of ATMs and costs associated with installing and maintaining ATMs and providing telecommunications and cash delivery services to ATMs increased $456,000 to $688,000 for the quarter ended March 31, 1997 from $232,000 for the quarter ended March 31, 1996. The percentage of ATM operating costs to total expenses for quarter ended March 31, 1997 remained stable at 38% as compared to 37% for the same period in 1996. The increase in ATM operating costs was primarily attributable to costs associated with operating an increased number of ATMs in the network during the period. The number of ATMs in the network increased from 34 to 190 from March 31, 1996 to March 31, 1997. Other operating expenses, which includes salaries, professional fees and other general and administrative expenses, increased $705,000 in the quarter ended March 31, 1997, from $401,000 for the same period in 1996. This increase was due primarily to expansion of the Company's operations during the period, especially the increase in the number of employees in the Company. In Poland the number of employees increased from 10 at March 31, 1996 to 32 at March 31, 1997. In Hungary, the number of employees increased from 34 to 49 in the same period. Euronet has also employed two individuals in Germany and, at March 31, 1997, 1 in Croatia. Other income/expense. Interest income increased $74,000 to $75,000 for the quarter ended March 31, 1997 from $1,000 for the quarter ended March 31, 1996. The increase was due to larger amounts held in interest bearing securities primarily as a result of investing the proceeds of the public offering. See "--Liquidity and Capital Resources". Interest expense relating principally to capital leases of ATMs and the Company's computer systems increased $86,000 to $111,000 for the quarter ended March 31, 1997 from $25,000 for the quarter ended March 31, 1996. This increase was due primarily to the increase in capital lease obligations for ATMs outstanding during the period. Net loss. The Company's net loss increased $173,000 to $815,000, or $(0.05) per share, during the quarter ended March 31, 1997 from $642,000, or $(0.05) per share, for the quarter ended March 31, 1996 as a result of the factors previously discussed. 9 LIQUIDITY AND CAPITAL RESOURCES On March 7, 1997, the Company consummated an initial public offering of 6,095,000 shares of common stock at the price of $13.50 per share. Of the 6,095,000 shares sold, 3,833,650 shares were sold by the Company and 2,261,350 shares by certain selling shareholders. Net proceeds to the Company were approximately $47.9 million after deduction of the underwriting discount and other expenses of the offering. The Company intends to use the proceeds to cover expenditures relating to the expansion and operation of its ATM network and the provision of ATM management services. Since its inception, the Company has sustained negative cash flows from operations and has financed its operations and capital expenditures primarily through private placements of equity securities and through equipment lease financing. The net proceeds of such transactions, together with revenues from operations and interest income have been used to fund aggregate net losses of approximately $10,500,000 and investments in property, plant and equipment. The Company had $51.8 million of working capital at March 31, 1997, including $47.3 million of cash and cash equivalents and $6.9 million of investment securities. Approximately $41.0 million of the cash and cash equivalents and all of investment securities resulted from the net proceeds from the offering. Cash has been, and the Company contemplates that it will continue to be, invested in interest bearing, investment grade securities pending use in the Company's business. The Company leases the majority of its ATMs under two principal capital lease arrangements that expire in July 1999 and January 2001, respectively. The leases bear interest at 15% and 11%, respectively. As of March 31, 1997 the Company owed approximately $6.3 million under such capital lease arrangements. The amount owed by the Company under such lease agreements is expected to increase significantly as the Company continues to lease increased numbers of ATMs in pursuit of its business strategy. The Company anticipates that the estimated net proceeds of the Offering and the interest earned thereon, together with its existing capital resources and anticipated cash flow from planned operations, will be adequate to satisfy its capital requirements, capital lease payment obligations and other requirements, including possible acquisitions, until the Company begins to generate sufficient cash flows to fund its operations. There can be no assurance, however, that the Company will achieve or sustain profitability or generate significant revenues in the future. It is possible that the Company may seek additional equity or debt financing in the future. FORWARD LOOKING STATEMENTS Statements in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this quarterly report that are not descriptions of historical fact may be forward looking statements that are subject to risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors, including but not limited to, the Company's dependence on the maintenance of its contracts with banks and international card organizations, dependence on key personnel, dependence on ATM transaction fees, competition, and political, economic and legal risks in the markets in which the Company operates. DISCLOSURES ABOUT NEW ACCOUNTING STANDARDS SFAS No. 128, "Earnings Per Share", was issued in February 1997. This Statement simplifies the standards for computing earnings per share previously found in APB Opinion No. 15, "Earnings Per Share", and makes them more comparable to international EPS standards. Statement 128 replaces the presentation of primary EPS with a presentation of basic EPS. In addition, the Statement requires dual presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. This Statement is required to be adopted for the fiscal year ending December 31, 1997. The Company has not yet assessed the impact of Statement 128 on its financial statements. 10 INFLATION Since the fall of Communist rule, both Hungary and Poland have experienced high levels of inflation and significant fluctuation in the exchange rate for their currencies. Although revenues generally are received by the Company in local currency, primarily Hungarian forints and Polish zlotys, the Company's Acceptance Agreements and agreements relating to the provision of ATM management services generally provide for fees denominated in U.S. dollars or that are inflation adjusted. A significant portion of the Company's expenditures, including costs associated with the acquisition of ATMs and executive salaries, are made in or are denominated in U.S. dollars. A substantial portion of the assets and liabilities of the Company are also denominated in U.S. dollars, including fixed assets, shareholders' equity and capital lease obligations. The Company attempts to match local currency receivables and payables. Hence, the amount of unmatched assets and liabilities giving rise to foreign exchange gains and losses is relatively limited, consisting mostly of cash and cash equivalents. Due to the factors mentioned above, the Company does not believe that inflation will have a significant effect on results of operations or financial condition. 11 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSIONS OF MATTERS TO VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT -------------- -----------------------
12 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. March 14, 1997 By: /s/ Michael J. Brown - -------------- --------------------------------- Chief Executive Officer March 14, 1997 By: /s/ Bruce S. Colwill - -------------- --------------------------------- Principal Financial and Accounting Officer 13 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT ----------- ----------------------- 3(i) Certificate of Correction of Certificate of Incorporation 3(ii) Amendment to By-Laws 11 Earnings Per Share 27 Financial Data Schedule
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                           CERTIFICATE OF CORRECTION
                             BEING FILED TO CORRECT
                               CERTAIN ERRORS IN
                        THE CERTIFICATE OF INCORPORATION
                                       OF
                             EURONET SERVICES INC.

     Euronet Services Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
Corporation), does hereby certify the following:

FIRST:    The name of the Corporation is:

                             Euronet Services Inc.

SECOND:   The Certificate of Incorporation (the Certificate) was filed by the
          Secretary of State of the State of Delaware on December 13, 1996 and
          the Certificate requires correction as permitted by Section 103(f) of
          the General Corporation Law of the State of Delaware.

THIRD:    The Certificate incorrectly stated Article FOURTH (a) as follows:

          FOURTH:   (a)  The total number of shares of all classes of capital
                    stock which the Corporation shall have authority to issue is
                    Forty Million Shares (40,000,000) shares consisting of:

                         1.   Ten Million (10,000,000) shares of preferred 
                    stock, par value one cent ($.01) per share (the "Preferred
                    Stock");

                         2.   Thirty Million (30,000,000) shares of common 
                    stock, with a par value of one cent ($.01) per share 
                    ("Common Shares");

          The foregoing Article FOURTH (a) was erroneously stated since the par
          value of the stock is incorrect.

FOURTH:   The inaccuracy of the Certificate is hereby corrected, by deleting the
          present Article FOURTH (a) and inserting a new Article FOURTH (a) as
          follows:

          FOURTH:   (a)  The total number of shares of all classes of capital
                    stock which the Corporation shall have authority to issue is
                    Forty Million Shares (40,000,000) shares consisting of:




                            [Continued on next page]
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                         1.   Ten Million ($10,000,000) shares of preferred 
                    stock, par value two cents ($.02) per share (the "Preferred
                    Stock");

                         2.   Thirty Million (30,000,000) shares of common 
                    stock, with a par value of two cents ($.02) per share 
                    ("Common Shares");


     IN WITNESS WHEREOF, this Certificate of Correction is executed on this 4th
day of March, 1997, by the Secretary of the Corporation in accordance with
Section 103(a)(2) of the General Corporation Law of the State of Delaware.


                                            Jeffrey B. Newman

                                            Jeffrey B. Newman, Secretary
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Exhibit 3(ii)

                      Resolution of the Board of Directors
                 Adopted at a Meeting of the Board of Directors
                   of Euronet Services Inc. on April 22, 1997

RESOLVED, that the first annual shareholders meeting of the Corporation be held
in 1998, at a time and place determined by the Board of Directors at the last
meeting of the Board held in 1997. Article II, Section 1 of the By-Laws of the
Corporation is hereby amended by the deletion of the reference to "1997" and
its replacement by a reference to the year "1998."
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                                                                      EXHIBIT 11


                  COMPUTATION OF PRIMARY EARNINGS PER ORDINARY
                      SHARE AND ORDINARY SHARE EQUIVALENTS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)



THREE MONTHS ENDED MARCH 31, 1997 ------------------ (UNAUDITED) Earnings per ordinary share and ordinary share equivalents Primary Weighted average ordinary shares outstanding 12,679 Average ordinary share options outstanding (net of repurchased shares under the treasury stock method) 2,440 Weighted average number of ordinary shares and ------- ordinary share equivalents outstanding 15,119 ------- Net Income $ 815 ------- Primary earnings per ordinary share and ordinary share equivalent $ 0.05 -------
 

5 1,000 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 47,320 6,944 228 0 0 55,426 10,367 927 65,481 3,606 5,524 0 0 305 55,958 65,481 0 795 0 1,794 75 0 111 (941) (126) (815) 0 0 0 (815) (.05) 0