IATV: Initiating Coverage of ACTV, Inc. with 1-1 Outperformer Rating (Part 1) Gruntal & Co. L.L.C. Equity Research Note August 8, 2000
Company: ACTV, Inc. # IATV - $13.50 a/o 7:30 AM EDT Industry: E-commerce Intermediate Rating:1 - Outperformer Target Price: $28 Long Term Rating: 1 - Outperformer Target Price: $35 Suitability: Aggressive
Initiating Coverage of ACTV, Inc., Leading Digital Media Company with Intermediate- and Long-Term Outperformer Ratings
*We believe that ACTV, Inc., is well positioned to benefit from the rapid growth of digital broadcast transmission and digital set-top box deployment. *We expect ACTV, Inc.'s unique patented technology and powerful network of relationships to drive the penetration of its products. Our five-year projected compound annual revenue growth rate is 150.9%. *Our intermediate- and long-term target prices are $28 and $35, respectively.
Annual Dividend: $0.00 Revenue Multiple 2000E: 131.3 Yield: NM Revenue Multiple 2001E: 41.6 Book Value / Share 3/2000A:$3.33 52 Week Range: $51.75 -$8.88 ROC 2000E: NM 2000E Cash flow/sh: ($0.55) Institutional Holdings: 46.1% 5yr Estimated Revenue CAGR: 150.9% Insider Holdings: 11.4% Shares Outstanding (MiL): 49.6 Next Reporting Date: 08/11/00 Market Capitalization (Mil):$669.6 Year End December 31 Float (Mil): 37.4
EPS($) Q1 Q2 Q3 Q4 Year Consensus 1999A (0.23) (0.14) (0.08) (0.18) (0.61) - 2000E (0.10A) (0.15) (0.15) (0.14) (0.54) (0.36) 2001E (0.08) (0.10) (0.10) (0.10) (0.38) (0.03) 2002E - - - - 0.04 0.05 2003E - - - - 0.34 N/A 2004E - - - - 1.05 N/A Quarters may not add to year due to rounding and changes in share count.
Rev($mil) Q1 Q2 Q3 Q4 Year 1999A 0.40 0.45 0.48 0.79 2.1 2000E 0.84A 0.90 1.6 1.7 5.1 2001E 3.2 3.7 4.3 4.8 16.1 2002E - - - - 53.9 2003E - - - - 107.6 2004E - - - - 201.7 E = Estimate, A = Actual
Company Description ACTV, Inc., is a digital media company that has developed and provides patented, software-based technologies for interactive digital television and enhanced television. The company's core products are One to One Television and HyperTV. One to One Television enables television programmers and advertisers to create programming for digital television tailored to the viewers' preferences. It also enables advertisers to deliver precisely targeted marketing messages to individual consumers. HyperTV enhances standard television content with informative, interactive companion web sites. ACTV, Inc. has a solid patent portfolio and partnerships with Motorola, Inc., Liberty Livewire Corp., Liberate Technologies, Inc. and OpenTV Corp. The company was founded in 1989 and is based in New York, NY.
Investment Opinion We are initiating coverage of the common shares of ACTV, Inc., with intermediate-term and long-term ratings of Outperformer. ACTV, Inc. has unique technology, multiple revenue streams and a meaningful network of partners. Its portfolio of patents creates significant barriers to entry as well as high-gross-margin revenue streams from licensing fees. We believe that ACTV, Inc.'s products will become indispensable resources as cable and satellite companies, broadcasters and advertisers prepare to deliver digital, customized programming and advertising. Our five- year projected compound annual revenue growth rate is 150.9%. Our intermediate-term price target of $28. Based on based on its current valuation relative to the S&P 500 multiple, we believe that ACTV, Inc., merits a long-term price per share of $35, representing potential appreciation of 154.6% from current levels.
Products and Customers ACTV, Inc. designs and implements enhanced video compression and advertising services using its patented technology. The market for ACTV, Inc.'s products includes television programmers, advertisers, cable operators, and consumers that want to capitalize on digital television and the broadband infrastructure. We believe that consumers are increasingly demanding more customized media experiences. The rise of personal video recorders (PVRs) testifies to consumers' interest in personalizing their TV viewing experiences. The popularity of customized homepages such as My Yahoo! illustrate that consumers want instant access to relevant information. Moreover, consumer receptiveness to custom retail experiences such as Amazon.com, Inc.'s recommendations indicates that consumers prefer relevant marketing messages. ACTV, Inc.'s products exploit the opportunities of the new digital infrastructure and offer their clients means of additional revenue streams to monetize their digital infrastructure investments.
One to One Television One to One Television enables viewers to instantly customize their television content and advertising based on their profile stored in their digital set-top box and on choices made through the remote control. It is compatible with digital TV transmission systems and set-top boxes supplied by the leading U.S. manufacturers. Users can design their own interactive experiences by choosing camera angles, deciding among TV commercial choices. Broadcasters and advertisers are well aware that consumers have the tools (remote controls, VCRs, PVRs) to skip TV commercials so they are constantly making them more relevant and entertaining - perhaps even enjoyable. By empowering viewers to select the commercial they see next, we believe that they are more likely to pay attention and absorb the message. The advertiser records the viewers' expressions of interest and can make sure that future ads reflect their profiles. ACTV, Inc. markets One to One Television to cable operators as a tool to generate incremental advertising revenues.
Digital broadcasting increases the bandwidth that a broadcaster has available to deliver programming. Broadcasters can use that bandwidth to send High Density TV signals, which take up most of the available bandwidth, or they can offer more channels. A third option is to offer ACTV, Inc.'s One to One Television, which appears to the consumer as one channel but requires four channels to deploy. A code is embedded in the TV set top, which stores viewer choices made with the TV remote control. Content and advertising messages can be tailored to the profile created by those choices. One to One Television takes advantage of the increased channels available with digital television. The cable operator effectively sends four broadcast signals to the viewer, whose set-top box seamlessly switches channels based on the viewer's choices or stored profile, without a perceptible delay. ACTV, Inc., developed this process and has a patent on it. Users are not required to have a real time return path to the cable company for One to One Television to function. ACTV, Inc. is working with Motorola, Inc., and has integrated this functionality into its set-top boxes and cable plant equipment.
Consumers have demonstrated through their Internet usage behavior that they prefer a personalized experience in which they control what they see. Nielsen NetRatings, Inc. has found that users of custom homepages MyYahoo! and My Netscape spend three times longer and view four times more pages per visit than users of the standard portal homepage. The research firm also found that portals offering personalized homepages can increase overall traffic and revenues by as much as 30% if one in ten visitors use the personalization features. We believe that broadcasters will embrace ACTV, Inc.'s tools to translate these results to TV- watching.
LMC IATV Events L.L.C. ACTV has formed a joint venture with Liberty Media, LMC IATV Events L.L.C., to incorporate One to One Television into national and international marquee events including sports, concerts, and theatrical events. A third partner, iN DEMAND (a distributor of pay-per-view programming), plans to market and distribute the venture's programming in the U.S. The viewer of a national or international pay-per-view sporting event, with a simple click of a standard remote control, will be able to select such features as different views of the action, highlight packages, statistics or instant replays. ACTV, Inc.'s share of the income from this partnership is reflected in our model as LMC IATV Events partnership income.
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SpotOn ACTV, Inc. recently announced the formation of Digital ADCO International in partnership with OpenTV Corp. and Motorola, Inc.'s Broadband Communications Sector division, which develops set-top boxes. Digital ADCO International's core product is SpotOn, a targeted advertising service for interactive television. ACTV, Inc., owns 51% of Digital ADCO.
SpotOn enables advertisers to deliver commercials to digital cable TV viewers based on their interests, their geographic location, and their language. SpotOn also gives viewers a choice of commercials, like ACTV, Inc.'s One to One Television service. SpotOn services are designed for digital cable operators, satellite system providers, digital broadcast and cable television networks and programmers, consumer product advertisers, advertising agencies, and media buyers. The goal of these features is to improve the efficiency of TV commercials, which enhances the MSO's attractiveness as an advertising platform, thereby maximizing advertising revenues.
ACTV, Inc. licensed five of its patents and Motorola, Inc. licensed six patents and invested $5.0 million in cash in Digital ADCO. OpenTV Corp. brings its prominent technology platform, strong international presence and installed base of over 7.8 million set-top boxes worldwide. OpenTV Corp. made an undisclosed investment in Digital ADCO International and plans to assist the company in integrating its advertising solutions into OpenTV Corp.'s operating system. Digital ADCO has partnered with advertising firms Young & Rubicam, Inc. and Starcom Worldwide to bring SpotOn into the advertising marketplace. ACTV, Inc. plans to use Net Perceptions, Inc.'s personalization software to enhance SpotOn's targeting capabilities. Net Perceptions, Inc. uses a process called collaborative filtering to suggest products to consumers by cross-referencing their purchasing history with the purchasing histories of other consumers. For example, if a customer buys a Harry Potter book, Net Perceptions, Inc. will check which other books that Harry Potter readers buy and suggest those to the customer.
ACTV, Inc., Motorola, Inc. and OpenTV Corp. will be equal partners in a newly formed entity, Digital ADCO International. We believe that Digital ADCO International can leverage the existing Motorola, Inc./OpenTV Corp. infrastructure to a global customer base.
Addressing the difficulty in gauging the effectiveness of advertising, ACTV, Inc. has partnered with Nielsen Media Research, Inc. to measure the results of SpotOn and to determine the best way to report those results. For example, advertisers can be informed of when a spot was shown and whether the viewer took any action, such as a request for further information. We believe that the results will serve as an important marketing tool for SpotOn, as few advertising outlets offer such a level of accountability. This, in our opinion, will make it an indispensable resource for cable operators in vying for advertising business.
HyperTV HyperTV enables broadcasters to deliver PC-based Internet content that is synchronized with the program and advertisements they are watching on TV. HyperTV is currently a two-screen experience; it is designed for users with both a TV and a PC in the same room. Research firm Dataquest, Inc. (a division of Gartner Group, Inc.) refers to consumers that watch TV and use the Internet simultaneously as "Telewebbers" and estimates that there are 44 million of them in the U.S. currently. Dataquest, Inc. projects the number of Telewebbers to reach 52 million by the beginning of 2001. HyperTV essentially provides a companion web site that enables consumers to drill deeper into content and advertisements viewed on TV and make transactions. HyperTV is a patented, software-based service that requires a PC, a television, and a standard digital set-top box. Over 100,000 copies of the HyperTV browser plug-in have been downloaded. The HyperTV service benefits many companies within the interactive television/T- commerce space. Television programmers will likely adopt this service in an effort to enrich the viewer's experience and increase advertising revenues. Advertisers are attracted to the ability to generate customer profiles, allowing them to develop more effective and targeted advertising campaigns.
Recent HyperTV initiatives include a partnership with SporTVision, Inc. to add enhancements to sports events and a deal with broadcaster TV Land to add and interactive element to a game show. SporTVision has a method of enhancing sports broadcasts instantly with real-time statistics, such as TeeVelocity, which measures golf club and ball speeds. In conjunction with the partnership, ACTV, Inc. participated in SporTVision, Inc.'s most recent round of financing. ACTV, Inc. is also developing the interactive portion of TV Land's Ultimate Fan Search game show. Participants can answer trivia questions and win prizes. Key content partners include New Line Cinema, a unit of The Seagram Co., Ltd. (Austin Powers: The Spy Who Shagged Me), Showtime Networks, Inc. (a unit of Viacom, Inc.), The Box Music Network (24-hour-a-day interactive music television network), and Turner Entertainment, Inc.'s TBS and TNT networks (subsidiaries of Time Warner, Inc.)
ACTV, Inc., announced this morning that cable network TBS Superstation has introduced regularly weekly programming enhanced with HyperTV. TBS Superstation has branded Wednesday night as iWatch Wednesday and will promote HyperTV for its shows Ripley's Believe It or Not! and WCW Thunder.
Liberty Media Corp. subsidiary Liberty Livewire Corp. is also an important partner providing marketing expertise and production and hosting scale to the HyperTV model. Seventy-five percent of all TV commercials produced involve at least one Liberty Livewire Corp. participant. ACTV, Inc. is using its access to Liberty Livewire Corp.'s extensive production facilities to scale HyperTV's content offerings. The two companies refer to their marketing venture as "HyperTV with Livewire."
Revenue Streams ACTV, Inc. generates revenues in a variety of ways, both directly from customers and shared with partners. With respect to direct revenues, the company makes money through licensing, hosting services, and creative services such as content development and consulting. ACTV, Inc. charges licensing or hosting fees per program, which comprises a flat fee and then an override amount based on the number of HyperTV users that tap into each program. There exists the potential for ACTV, Inc. to generate "shared" revenue through participating in the incremental advertising and e-commerce revenue that is generated from each program. Furthermore, we expect the company to derive revenue from database management as advertisers increasingly seek access to valuable demographic information and customer profiles stored in the set-top box. We also expect ACTV, Inc. to sell advertising inventory both on line through HyperTV and on the television through One to One Television.
Another revenue opportunity is licensing its patented channel switching technology for digital ad insertion. Inserting a specific, targeted ad in a digital satellite feed without noticeable interruption is complex, yet ACTV, Inc.'s switching technology, which already resides in the system, facilitates insertion. ACTV, Inc. has also licensed its patented TV-Internet bookmarking technology to Evolve Products, Inc. for integration into its Second Screen universal remote controls. Evolve Products, Inc. will pay ACTV, Inc. a licensing fee for every remote control it manufactures that uses ACTV, Inc.'s technology.
* One to One Television and SpotOn: ACTV, Inc., fees for One to One Television events, based on the number of subscribers it reaches. ACTV, Inc.'s subsidiary, Digital ADCO, Inc., generates revenue from annual software licenses to MSOs, fees for "striping," or digitally encoding targeted commercials, and t- commerce transaction fees. The creation of Digital ADCO, Inc., brings additional revenue streams to ACTV, Inc., through processing the data that SpotOn gathers, as ACTV, Inc., provides advertisers with aggregated information on prospective customers, while protecting their anonymity. These recurring revenues are primarily software- and information-based, resulting in comparatively higher gross margins. Early applications of One to One Television include enhanced regional sports programming, which makes good use of the company's seamless switching technology. We expect these revenues to One to One Television gain traction in 2001 and grow rapidly as the products are rolled out, climbing to $55.3 million in 2004.
* HyperTV: Users of HyperTV must register and download the browser plug-in, software necessary to use the service. Through the registrations, ACTV, Inc. gathers such information as location, age, email address and interests. This information is used to tailor content and advertisements to the user, given the user's consent. The first application of HyperTV was eSchool Online, which develops Internet content to enhance educational video programming. HyperTV currently represents 100.0% of ACTV, Inc.'s revenues. We project HyperTV revenues to be $6.5 million in 2000, rising to $146.4 in 2004.
Partnerships and Investments ACTV, Inc. has relationships with many of the dominant participants in the interactive television and digital technology fields, including key strategic relationships with Liberty Livewire Corp., Liberty Digital, Inc. and Motorola Inc.'s Broadband Communications Sector. ACTV, Inc. works closely with its partner Liberty Livewire Corp., a unit of Liberty Digital, Inc. (a subsidiary of Liberty Media Corp.), in developing a rich HyperTV experience. ACTV, Inc. also works with Liberty Digital, Inc., in its joint venture with iN DEMAND, LLC (formerly Viewer's Choice) to develop pay-per-view programming for cable and satellite television. Liberty Digital, Inc. owns a 25% stake (fully diluted) in ACTV, Inc. ACTV, Inc. has relationships with both OpenTV Corp. and Liberate Technologies, Inc., market share leaders in interactive television software platforms. ACTV, Inc., has agreements with Motorola, Inc., Scientific-Atlanta, Inc., and Pioneer Corp. to ensure compatibility of ACTV, Inc., software with their set-top boxes. Gemstar-TV Guide International Inc., announced plans to deploy ACTV, Inc.'s interactive advertising into the TV Guide Interactive portal. This service is expected to reach over 2 million digital subscribers. ACTV, Inc., also joined with Motorola, Inc., OpenTV Corp., Gemstar-TV Guide International, Inc., Liberty Digital, Inc., Adelphia Communications Corp. and Shaw Communications, Inc. to invest $87.0 million in ICTV, Inc. ICTV, Inc., develops software that runs on cable companies' head-end equipment, from which TV signals and interactive applications are delivered to viewers.
Patents ACTV, Inc., currently has 19 patents that are currently in force, with additional patents pending. The patents expire at various dates from 2003 to 2016. Corresponding patents for some of the above U.S. patents have been granted or are pending in Canada, Japan, Australia and the European Patent Office. ACTV, Inc.'s patent on HyperTV's method covers the synchronized delivery of televised programming with related Web content and chat. HyperTV's functionality is extended by the patented Wolzien Process, which enables users to retrieve relevant Internet content to enhance TV programming or to communicate. ACTV, Inc., also has a patent on its seamless channel switching technology, which is the cornerstone of One to One Television.
Recent Results Since its inception in 1989, ACTV, Inc.'s operations have been focused on developing the company's suite of interactive television services. The company has just begun to aggressively market and roll out its services. ACTV, Inc.'s financial results reflect this stage in the company's development.
For the first quarter ended March 2000, revenues increased 109.6% to $840,237. All revenues through the first quarter of 2000 were derived from the company's HyperTV product. The company reported a gross margin of $516,500, or 61.5%, on cost of sales of $323,700. ACTV, Inc.'s net loss for the first quarter of 2000 was $4.7 million or $0.10 per share, versus $7.4 million or $0.23 per share, for the first quarter of 1999.
For ACTV, Inc.'s full fiscal year 1999, the company reported total revenues of $2.1 million, an increase of 50% to over fiscal 1998 revenues. The majority of ACTV, Inc.'s revenues in 1999 were derived from HyperTV software, service and related hardware sales. ACTV, Inc.'s cost of sales declined 20% to $174,032, resulting in a gross margin for the year of approximately $1.9 million, or 91.8%. This decline in cost of sales can be attributed to the company generating a larger amount of service- driven revenue, which has proportionately less associated direct costs than does product-driven revenue. Total operating expenses increased 57% to $24.2 million on a year over year basis due in large part to the continued expansion of its HyperTV unit. ACTV, Inc. reported a net loss for fiscal 1999 of $23.4 million, or $0.61 per share, compared to a net loss of $20.9 million, or $0.98 per share for fiscal 1998.
Earnings Outlook For the second quarter of 2000, we project revenues of $901,900, a 98.8% increase over second quarter 1999 results. Our loss per share estimate is $0.15 versus a loss of $0.14 per share. Our 2000 revenue projection for ACTV, Inc., is $5.1 million, a 139.8% increase over 1999. Our loss per share estimate is $0.54 in 2000, compared to a loss per share of $0.61 in 1999. We expect the company's revenues to grow at a five-year compound annual rate of 150.9%, driven by increasing penetration of digital set-top box households and by growing usage of HyperTV. We expect revenues to be driven also by a growing number of events employing ACTV, Inc., technology, as well as expansion of its data profiling business. Our revenue projection in 2004 is $201.7 million, with gross margins of 82.0%. We look for operating margins to reach 48.8% in 2004, when we project the company to earn $1.05 per fully diluted share.
Financial Observations ACTV, Inc. completed its initial public offering in May 1990. The 850,000-share offering was led by Josephthal, Lyon & Ross, Inc. and proceeds to ACTV, Inc. were approximately $4.68 million less underwriting fees.
In February 2000, ACTV, Inc. successfully completed a follow-on offering of 4.6 million shares resulting in net proceeds to the company of $129.7 million. The underwriters for the offering were Credit Suisse First Boston Corp., Bear Stearns & Co., Inc., Lehman Brothers, Inc., and Salomon Smith Barney, Inc. (a unit of Citigroup, Inc.) The company use of proceeds included repaying all of its outstanding debt, funding general operations and pursuing minority investments and strategic alliances. In 1999 Liberty Media Corp. invested $9.0 million in ACTV, Inc. In April 2000 Liberty Media Corp. invested an additional $20 million in ACTV, Inc. through the exercise of a warrant for 2.5 million shares, bringing its equity stake to 25% (fully diluted).
ACTV, Inc.'s cash balance as of its most recent completed quarter was $153.1 million. We expect ACTV, Inc.'s current cash balance to be more than sufficient until the company becomes cash flow positive, which we project to occur in 2002. Further, Liberty Media Corp. holds warrants for an additional 2.5 million shares priced at approximately $12.00 per share and 2.5 million shares priced at 15.00. The exercise of these warrants would result in an additional cash infusion into ACTV, Inc., of $67.5 million.
Valuation We expect ACTV, Inc.'s share price to respond positively to certain catalysts, including agreements with broadcasters and cable and satellite operators to roll out its products, and increasing digital set-top box penetration. Our 2004 EPS estimate for ACTV, Inc., is $1.05. The shares are currently trading at a multiple of 13.1 times our 2004 estimate, a 6.4% discount to the 2004 S&P 500 multiple of 14.0. With a projected earnings growth rate of 35.6% in 2004, about three times the growth rate of the S&P 500 projected earnings, ACTV, Inc.'s shares are trading at a P/E-to-growth (PEG) ratio of 0.4, compared to the S&P 500 2004 PEG ratio of 1.2. We believe that ACTV, Inc. merits a PEG ratio within a 20% discount of the S&P 500 PEG ratio, resulting in our long-term target price of $35 Management William C. Samuels, Chief Executive Officer, Chairman, Director Samuels has been CEO of the company since August 1993, a Director since August 1989, and Chairman of the Board since November 1994. In addition, Samuels is Chairman of the Board of both ACTV Entertainment, Inc. and HyperTV Networks, Inc., each subsidiaries of the company. From August 1989 to February 1999, Samuels also served as President of the company. He is a trustee of Howard J. Samuels Institute at City College in New York, and is on the Board of Directors of the Council of Economic Priorities.
Bruce Crowley,Executive Vice President,President-HyperTV Networks Crowley has served as an Executive Vice President of the company since October 1995 and President of HyperTV Networks, Inc., a subsidiary of the company, since December 1995. He has also served as a director since December 1995. Crowley joined the company as President, Distance Learning in October 1994. He had previously been employed by KDI Corporation.
Christopher Cline, Senior Vice President, New Business Development and Finance Cline has been the company's Senior Vice President, New Business Development and Finance since December 1999. Prior thereto, he was the company's Chief Financial Officer since November 1993.
David Reese, President, Chief Operating Officer, Director Reese has been President and Chief Operating Officer of the company since February 1999 and has served as Director of the company since 1992. From November 1992 to February 1999, Reese was an Executive Vice President and President of ACTV Entertainment, Inc., a subsidiary of the company since November 1994. He has been employed by the company since December 1988, and served as the company's Vice President of Finance from September 1989 through November 1992. Reese is the chair of the advisory board of Pennsylvania State University's School of Information Science and Technology.
Melvyn N. Klein, Director Klein has been a Director of the company since December 1999. He currently is a general partner of GKH Partners, L.P., an investment partnership. Klein is also a principal of Questor Management Company and director of Anixter International, Inc., Bayou Steel Corp. and Hanover Compressor Corp.
Steven W. Schuster, Director Schuster has been a Director of the company since May 1996. Schuster has been engaged in the practice of law for more than 16 years, most recently since January 1996 as a partner with the law firm of McLaughlin & Stern LLP. From June 1993 to December 1995 he was a member of the law firm of Shane & Paolillo, P.C.
William A. Frank, Director Frank has been a Director of the company since April 1996. Frank currently serves as the Chief Operating Officer of Cognitive Arts Corp., a position he has held since June 1997. He was formerly the Chief Executive Officer of Greenwich Entertainment Group and from 1991 to 1996, he also served as Chairman of the Board of Directors of Corsearch, Inc., a data research company.
Risks
Advanced Digital Set-top Box Penetration Our projections of ACTV, Inc.'s revenue growth assume increased penetration of advanced digital set-top boxes. If the leading manufacturers of these devices, Motorola,Inc., and Scientific- Atlanta, Inc., were to experience production bottlenecks it may adversely impact the roll-out of ACTV,Inc.'s products.
Simultaneous Use of TVs and PCs ACTV, Inc.'s primary revenue generator, HyperTV, depends upon increased usage of TVs and PCs simultaneously. If this usage were to decline, we believe that it would negatively affect the demand for HyperTV. Our projections for Telewebber growth are conservative and we have conviction that they are achievable.
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This report includes information obtained from sources believed to be reliable but no independent verification has been made and we do not guarantee its accuracy or completeness. Opinions expressed are subject to change without notice. This report should not be construed as a request to engage in any transaction. Gruntal & Co., L.L.C., or its affiliates may take a position or engage in transactions with respect to securities identified herein. Gruntal & Co., L.L.C., and/or its officers, directors, employees or members of their families and investment portfolios managed by the firm or its affiliated companies, may have an interest in the securities and/or options of the issues described in this report, and may purchase, sell or trade while this report is in circulation. 2000 Gruntal & Co., L.L.C. All Rights Reserved. |