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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number: 0-28822
ROCKSHOX, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0396555
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
401 Charcot Avenue, San Jose, California 95131
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (408) 435-7469
NO CHANGE
(Former name, former address and former fiscal year if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [ X ] NO [ ]
As of August 9, 1999 there were 13,761,147 shares of the registrant's common
stock outstanding.
<PAGE>
ROCKSHOX, INC.
INDEX
Part I: Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 1999 and
March 31, 1999
Condensed Consolidated Statements of Operations for the three
month period ended June 30, 1999 and 1998
Condensed Consolidated Statements of Cash Flows for the three
month period ended June 30, 1999 and 1998
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risks
Part II: Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Securities Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(b) Reports on Form 8-K
<PAGE>
Part I: Item 1.
ROCKSHOX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
June 30, March 31,
1999 1999
------------ ------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................... $5,973 $3,755
Trade accounts receivable, net of allowance for
doubtful accounts of $700...................... 4,445 15,112
Inventories....................................... 9,774 9,174
Prepaid expenses and other current assets......... 1,127 666
Income tax receivable............................. 1,880 --
Deferred income taxes............................. 4,062 4,062
------------ ------------
Total current assets........................... 27,261 32,769
Property, plant and equipment, net................... 15,511 15,807
Other assets, net.................................... 189 189
------------ ------------
Total assets.................................. $42,961 $48,765
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................. $3,821 $5,266
Other accrued liabilities......................... 8,030 7,436
------------ ------------
Total current liabilities...................... 11,851 12,702
------------ ------------
Stockholders' equity
Common stock...................................... 138 138
Additional paid-in capital........................ 65,928 65,928
Distributions in excess of net book value......... (45,422) (45,422)
Retained earnings................................. 10,466 15,419
------------ ------------
Total stockholders' equity.................... 31,110 36,063
------------ ------------
Total liabilities and stockholders' equity.. $42,961 $48,765
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>
<PAGE>
ROCKSHOX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
---------------------
1999 1998
---------- ----------
<S> <C> <C>
Net sales......................... $9,524 $13,895
Cost of sales..................... 10,501 13,661
---------- ----------
Gross profit(loss).............. (977) 234
---------- ----------
Selling, general and
administrative expense.......... 4,305 3,509
Research, development and
engineering expense............. 1,607 1,718
---------- ----------
Operating expenses............. 5,912 5,227
---------- ----------
Loss from
operations ................. (6,889) (4,993)
Interest income................... 63 138
---------- ----------
Loss before taxes.............. (6,826) (4,855)
Income tax benefit................ (1,873) (1,359)
---------- ----------
Net loss.................... ($4,953) ($3,496)
========== ==========
Net loss per share--
basic........................... ($0.36) ($0.25)
========== ==========
Shares used in per share
calculations-- basic............ 13,761 13,761
========== ==========
Net loss per share--
diluted......................... ($0.36) ($0.25)
========== ==========
Shares used in per share
calculations-- diluted.......... 13,761 13,761
========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>
ROCKSHOX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
----------------------
1999 1998
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net loss............................................... ($4,953) ($3,496)
Adjustments to reconcile net loss to net
cash (used in) provided by operating activities:
Depreciation and amortization......................... 1,169 1,555
Provisions for doubtful accounts...................... (89) 200
Provisions for excess and obsolete inventory.......... -- 498
Changes in operating assets and liabilities:
Trade accounts receivable............................. 10,667 3,188
Inventories........................................... (511) (2,748)
Prepaid expenses and other current assets............. (2,341) (806)
Accounts payable and accrued liabilities.............. (851) 260
---------- ----------
Net cash (used in) provided by operating
activities............................................. 3,091 (1,349)
---------- ----------
Cash flows from investing activities:
Purchases of property and equipment.................... (873) (2,764)
Other.................................................. -- (21)
---------- ----------
Net cash used in investing activities................... (873) (2,785)
---------- ----------
Cash flows from financing activities:
Proceeds from exercise of stock options ............... -- 17
Tax benefits from disqualifying dispositions of
common stock........................................... -- 2
---------- ----------
Net cash provided by financing
activities............................................. -- 19
---------- ----------
Net (decrease) in cash and cash
equivalents............................................ 2,218 (4,115)
Cash and cash equivalents, beginning of period.......... 3,755 10,554
---------- ----------
Cash and cash equivalents, end of period................ $5,973 $6,439
========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
<PAGE>
ROCKSHOX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION:
The accompanying unaudited condensed consolidated financial
statements of ROCKSHOX, INC. have been prepared in accordance with
generally accepted accounting principles for interim financial
information and with instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation have been included. Operating results
for the three-month period ended June 30, 1999 are not necessarily
indicative of the results that may be expected for the year ending March
31, 2000. The unaudited condensed, consolidated interim financial
statements contained herein should be read in conjunction with the
audited consolidated financial statements and footnotes for the year
ended March 31, 1999 included in our Annual Report on Form 10-K. The
balance sheet at March 31, 1999 was derived from audited financial
statements, but does not include all disclosures required by generally
accepted accounting principles. Unless the context indicates
otherwise, when we refer to "we," "us," the "Company" or
"RockShox" in this Quarterly Report on Form 10-Q, we are referring to
ROCKSHOX, INC.
2. INVENTORY:
The components of inventory are as follows (in thousands):
<TABLE>
<CAPTION>
June 30, March 31,
1999 1999
------------ ------------
<S> <C> <C>
Raw materials..................... $7,834 $6,048
Finished goods.................... 1,940 3,126
------------ ------------
$9,774 $9,174
============ ============
</TABLE>
3. DEFERRED INCOME TAXES
Management evaluates on a quarterly basis the recoverability of the
deferred tax assets. At such time as it is determined that it is more
likely than not that the deferred tax assets are not realizable, a
valuation allowance will be provided.
4. NOTE PAYABLE:
On December 11, 1998, the Company entered into a credit agreement
providing for borrowing up to $5.0 million. The credit facility expires
on November 1, 1999. Any outstanding amounts under the facility are
collateralized by our accounts receivables, inventory, equipment and
intangibles. There were no outstanding borrowings against the new
credit facility as of June 30, 1999.
5. EARNINGS PER SHARE AMOUNTS:
Statement of Financial Accounting Standards No. 128, Earnings Per
Share ("SFAS 128") requires the presentation of basic and diluted
earnings per share ("EPS"). Basic EPS is computed by dividing income
available to common stockholders by the weighted average number of
common shares outstanding for that
period. Diluted EPS is computed giving effect to all dilutive potential
common shares that were outstanding during the period. Dilutive
potential common shares consist of incremental common shares issuable
upon exercise of stock options and warrants for all periods.
<TABLE>
<CAPTION>
(In thousands, except per share amounts)
Three Months Ended
June 30,
---------------------
1999 1998
---------- ----------
<S> <C> <C>
Reconciliation of net income
(loss) used in basic and diluted
per share calculations:
Net income (loss).................. ($4,953) ($3,496)
========== ==========
Reconciliation of shares used in
basic and diluted per share
calculations:
Basic net income (loss) per share:
Weighted average shares of
common stock outstanding.......... 13,761 13,761
========== ==========
Shares used in basic net income
(loss) per share calculation...... 13,761 13,761
========== ==========
Diluted net income (loss)
per share:
Weighted average shares of
common stock outstanding.......... 13,761 13,761
Dilutive effect of stock options.. -- --
---------- ----------
Shares used in diluted net income
(loss) per share calculation...... 13,761 13,761
========== ==========
Net income (loss) per - basic...... ($0.36) ($0.25)
========== ==========
Net income (loss) per - diluted.... ($0.36) ($0.25)
========== ==========
</TABLE>
As of June 30, 1999, options to purchase 1,238,306 shares were not
included in the earnings per share calculation as the effect was anti-
dilutive.
6. CONTINGENCIES
We are involved in certain legal matters in the ordinary course of
business. No provision for any liability that may result upon the
resolution of these matters has been made in the accompanying financial
statements nor is the amount or range of possible loss, if any,
reasonably estimable. Accordingly, the ultimate resolution of these
matters may have a material adverse effect on the Company's financial
position, results of operations and cash flows.
7. RECENT ACCOUNTING PRONOUNCEMENTS:
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 133, or SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting and reporting standards for derivative
instruments and hedging activities. SFAS 133 requires that all
derivatives be recognized at fair value in the balance sheet, and that
the corresponding gains or losses be reported as a component of
comprehensive income. In July 1999, the Financial Accounting Standards
Board issued SFAS 137, "Accounting for Derivative Instruments and
Hedging Activities - Deferral of the effective date of SFAS No. 133,"
or SFAS No. 137. SFAS No. 137 defers the effective date of SFAS No. 133
until the beginning of fiscal quarters or years after June 15, 2000.
Currently, we do not hold derivative instruments or engage in hedging
activities.
In April 1998, AcSEC released Statement of Position 98-5, or SOP 98-5,
"Accounting for Costs of Start-Up Activities". SOP 98-5 requires the
costs of start-up activities to be expensed as incurred. Start-up
activities are defined as those one-time activities related to opening a
new facility, introducing a new product or service, conducting business
in a new territory, conducting business with a new class of customer,
initiating a new process in an existing facility, or commencing some new
operation. SOP 98-5 is effective for our fiscal year 2000, and the
adoption of SOP 98-5 will not have a material impact on our consolidated
financial statements.
8. BUSINESS SEGMENT AND GEOGRAPHICAL INFORMATION:
The Company currently operates in one industry segment, the bicycle
industry, for financial reporting purposes, and uses one measure of
profitability for its business. The Company markets its products to
customers in the United States, Europe and Asia. All of our long -lived
assets are maintained in the United States.
9. COMPREHENSIVE INCOME:
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income" establishes standards for reporting and display
of comprehensive income and its components (revenue, expenses and gains
and losses) in a full set of financial statements. There was no impact
on the Company's financial position, results of operations or cash flows
as a result of adoption for the three months ended June 30, 1999 and
1998, respectively. Comprehensive income and net income are the same.
<PAGE>
Part I: Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations:
Net sales. Net sales for the quarter ended June 30, 1999 decreased
by 31.7% to $9.5 million from $13.9 million for the corresponding period
of the prior year. For the quarter ended June 30, 1999, OEM sales
decreased by 50.4% to $5.7 million compared to $11.5 million in the
corresponding period of the prior year. This decrease was principally
due to delays in the start up of many OEM customers' 2000 model year.
Sales to the retail accessory market in the quarter ended June 30, 1999
increased by 58.3% to $3.8 million compared to $2.4 million in the
corresponding period of the prior year.
Gross profit. Gross profit for the quarter ended June 30, 1999 was a
loss of $977,000, or 10.3% of net sales, compared to gross profit of
$234,000, or 1.7% of net sales, for the corresponding period of the
prior year. The decrease in gross profit principally resulted from
fixed overhead costs not being fully absorbed due to lower sales volume.
Selling, general and administrative expense. Selling, general and
administrative ("SG&A") expense for the quarter ended June 30, 1999
was $4.3 million, or approximately 45.2% of net sales, compared to $3.5
million, or approximately 25.2% of net sales, in the corresponding
period of the prior year. This increase can be attributed to a $720,000
severance accrual resulting from certain organizational changes made
during the quarter ended June 30, 1999.
Research, development and engineering expense. Research, development
and engineering ("R&D") expense for the quarter ended June 30, 1999
was $1.6 million or approximately 16.8% of net sales, compared to $1.7
million, or approximately 12.2% of net sales in the corresponding
quarter of the prior year.
Interest income. For the quarter ended June 30, 1999 we recognized
interest income of $63,000 compared to $138,000 in the corresponding
period of the prior year. The decrease was principally due to lower cash
balances.
Income tax benefit. Our effective tax rate for the first quarter of
fiscal 2000 remained relatively constant as a benefit of 28% compared to
the first quarter of fiscal 1999.
Liquidity and Capital Resources:
For the three months ended June 30, 1999, net cash provided by
operating activities was $3.1 million, which consisted of net loss of
$5.0 million offset by non-cash charges for depreciation and
amortization of $1.2 million and a net decrease in receivables of $10.7
million, increased by a net increase in inventories of $600,000,
decrease in accounts payable and accrued liabilities of $851,000, and an
increase in other assets of $2.3 million.
Net cash used in investing activities was $873,000 for the three
months ended June 30, 1999, which consisted of acquisitions of property
and equipment.
The Company entered into a new credit agreement providing for
borrowing up to $5.0 million. The credit facility expires on November
1, 1999. Any outstanding amounts under the facility are collateralized
by our accounts receivables, inventory, equipment and intangibles.
There were no outstanding borrowings against the new credit facility as
of June 30, 1999.
At June 30, 1999, we had cash and cash equivalents of $6.0 million and
working capital of $15.4 million. We believe that our current cash
balances and available financing sources will be sufficient to provide
operating liquidity for at least the next twelve months.
Forward Looking Statements
Certain statements made in this document constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other facts that may cause our actual
results, performance or achievements, or industry results, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Such factors are discussed in detail in our Annual Report on Form 10-K.
Given these uncertainties, prospective and current investors are
cautioned not to place undue reliance on such forward-looking
statements. We disclaim any obligation to update any such factors or to
publicly announce the result of any revisions to any of the forward-
looking statements contained in the Annual Report on Form 10-K or this
document.
Impact of the Year 2000
As many computer systems and other equipment with embedded chips or
processors use only two digits to represent the year, they may be unable
to process accurately certain data before, during or after the year 2000
(the "Year 2000"). As a result, business entities are at risk for
possible miscalculations or systems failures causing disruptions in
their business operations. This is commonly known as the Year 2000
issue. The Year 2000 issue can arise at any point in our supply,
manufacturing, processing, distribution, and financial chains.
We have identified our Year 2000 risk in three categories: internal
enterprise resource planning software; other internal software and
imbedded chip technology; and external noncompliance by customers and
suppliers, service providers and contractors.
Internal enterprise resource planning software. During the prior fiscal
year, we replaced our legacy information system with an Enterprise
Resource Planning system which our software vendor (Oracle) has
indicated is Year 2000 compliant. The cost of this system conversion
was approximately $2.1 million, of which $1.5 million was capitalized.
All other internal systems have been evaluated and have been deemed Year
2000 compliant. However, if the Oracle software and other internal
software are found not to be Year 2000 compliant, the Year 2000 could
have a material impact on our operations. Internal enterprise software
failures may result in loss of revenues, or an interruption in, or a
failure of, certain normal business activities or operations.
Other internal software and imbedded chip technology. In late 1995, the
RockShox Information Technologies Department began the process of
replacing the Company's terminal based desktops with PCs to broadly
expand the functionality of the user desktop. The existing PC base was
analyzed to determine its viability in supporting this expanded role.
One of the factors checked was Year 2000 compliance. Twenty-nine 486
processor based computers were identified as non-Year 2000 capable.
Because these computers were only marginally effective on the desktop, a
plan was instituted to replace these units with more powerful Pentium
based computers over the course of the next three years. This action
was also driven by the need to replace inadequate processing power. The
total cost to replace these units over that three-year period was
immaterial (approximately $60,000.) After an internal audit, all other
existing computers and material equipment with imbedded chip technology
were found to pose no Year 2000 issue. Additionally, Year 2000
compliance has been a prerequisite for the purchase of any device with
imbedded chip technology since that time. No material additional costs
are expected. If we have failed to identify all Year 2000 compliance
issues for other internal software, the Year 2000 could have a material
adverse effect on our operations. Failure to complete the remediation
for these issues may result in loss of revenues, or an interruption in,
or a failure of, certain normal business activities or operations.
External noncompliance by customers and suppliers, service providers and
contractors. We have contacted our critical suppliers to determine the
extent of their plans and progress in addressing the Year 2000 problem.
Responses to date have indicated that virtually all significant vendors
are Year 2000 compliant or will be compliant in a timely manner. To the
extent that responses to Year 2000 readiness are unsatisfactory, we
intend to change suppliers, service providers and contractors to those
that have demonstrated readiness; however, we cannot be assured that we
will be successful in finding such alternative suppliers, service
providers and contractors. We have sent approximately 300 formal letters
requesting information concerning the Year 2000 compliance status of our
top customers. To date, essentially all significant customers have
replied, indicating in writing that they expect to be Year 2000
compliant on a timely basis. In the event that any of our significant
customers or suppliers do not successfully and timely achieve Year 2000
compliance, and we are unable to replace them with new customers or
alternative suppliers who have demonstrated Year 2000 readiness, our
business or operations could be adversely affected. These effects could
lead to, but are not limited to, loss of revenues, loss of suppliers and
customers, or failure to deliver products.
Worst case scenarios. Worst-case scenarios of our failure to solve the
Year 2000 compliance issues could include: substantial purchasing costs
to develop alternative methods of managing our business and replace
noncompliant equipment, temporary slowdowns or cessations of certain
manufacturing operations, delays in delivery or distribution of
products, delays in the receipt of supplies, invoice and collection
errors, and inventory and supply obsolescence. We are in the process of
developing our contingency plan to address each of the three critical
business risks outlined herein. These plans may include shifting from
replacement to remediation activities for IT systems, replacing
electronic applications with manual processes, developing emergency
backup and recovery procedures, investing in safety stocks of key raw
materials and finished goods and other measures considered appropriate
by management. These contingency plans will be continually refined as
additional information becomes available.
Item 3. Quantitative and Qualitative Disclosures About Market Risks
We considered the provision of Financial Reporting Release No. 48,
"Disclosure of Accounting Policies for Derivative Financial Instruments
and Derivative Commodity Instruments, and Disclosure of Quantitative and
Qualitative Information about Market Risk Inherent in Derivative
Financial Instruments, Other Financial Instruments and Derivative
Commodity Instruments". We had no holdings of derivative financial or
commodity instruments at June 30, 1999. We are exposed to financial
market risks, including changes in interest rates and foreign currency
exchange rates. An increase in interest rates would not significantly
affect our net loss. All of our revenue and capital spending is
transacted in U.S. dollars.
Part II: Other Information
Item 1. Legal Proceedings
We are involved in certain legal matters in the ordinary course of
business. No provision for any liability that may result upon the
resolution of these matters has been made in the accompanying financial
statements nor is the amount or range of possible loss, if any,
reasonably estimable.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3.1 Form of Amended and Restated Certificate of Incorporation of
ROCKSHOX, INC. *
3.2 Form of Amended and Restated Bylaws of ROCKSHOX, INC. *
27 Financial Data Schedule.
------------------------------------------------------------------------------
* Previously filed with the Registration Statement on Form S-1 of RockShox
Inc. (Registration No. 333-8069).
Part II: Item 6
(b) Reports on Form 8-K:
None
<PAGE>
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.
ROCKSHOX, INC.
Dated: August 13, 1999 /s/ Gary Patten
---------------
Gary Patten
Chief Financial Officer and
Duly Authorized Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM CONDENSED CONSOLIDATED BALANCE SHEETS,
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 5,973
<SECURITIES> 0
<RECEIVABLES> 5,145
<ALLOWANCES> 700
<INVENTORY> 9,774
<CURRENT-ASSETS> 27,261
<PP&E> 15,511
<DEPRECIATION> 0
<TOTAL-ASSETS> 42,961
<CURRENT-LIABILITIES> 11,851
<BONDS> 0
0
0
<COMMON> 138
<OTHER-SE> 30,972
<TOTAL-LIABILITY-AND-EQUITY> 42,961
<SALES> 9,524
<TOTAL-REVENUES> 9,524
<CGS> 10,501
<TOTAL-COSTS> 10,501
<OTHER-EXPENSES> 5,912
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,826)
<INCOME-TAX> (1,873)
<INCOME-CONTINUING> (4,953)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,953)
<EPS-BASIC> (0.36)
<EPS-DILUTED> (0.36)
</TABLE>
